Delaware 52-1700207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1180 Avenue of the Americas
New York, New York 10036
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(Address of principal executive offices)
(Zip code)

212-899-5000

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Exhibit Description
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3.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (File No. 33-74782) (the "S-1 Registration Statement")).
3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit
3.2 to the S-1 Registration Statement).
3.3 Certificate of Designations of 5% Delayed Convertible Preferred Stock
(incorporated by reference to Exhibit 10.24 to the Company's Form
10-K/A for the year ended December 31, 1996 (the "1996 Form 10-K")).
3.4 Form of Certificate of Designations of Series B Preferred Stock
(incorporated by reference to Exhibit A to Exhibit 1 to the Company's
Registration Statement on Form 8-A, filed with the Commission on
October 30, 1997 (the "Form 8-A")).
3.5.1 Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of 10 1/2% Series C Convertible
Preferred Stock (the "Series C Certificate of Designations")
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (File No. 333-34761) (the "S-4
Registration Statement")).
3.5.2 Certificate of Correction of the Series C Certificate of Designations
(incorporated by reference to Exhibit 3.5.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (the "1997
Form 10-K")).
3.5.3 Certificate of Increase of 10-1/2% Series C Convertible Preferred
Stock (incorporated by reference to Exhibit 3.5.3 to the Company's
Form 10-Q for the period ended March 31, 1998).
4.1 Form of Certificate for Shares of Common Stock (incorporated by
reference to Exhibit 4.3 to the S-1 Registration Statement).
4.2 Form of Certificate for Shares of 10 1/2% Series C Convertible
Preferred Stock (incorporated by reference to Exhibit 4.4 to the S-4
Registration Statement).
4.3 Rights Agreement, dated as of October 22, 1997, between the Company
and Continental Stock Transfer & Trust Company, as Rights Agent
(incorporated by reference to Exhibit 1 to the Form 8-A).
4.4 Form of Right Certificate (incorporated by reference to Exhibit B to
Exhibit 1 to the Form 8-A).

Exhibit Description
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4.5 Indenture, dated as of November 26, 1997, between the Company and IBJ
Schroder Bank & Trust Company, as Trustee (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form S-3
(File No. 333-34769) (the "Units Registration Statement")).
4.6 Form of Note (incorporated by reference to Exhibit 4.2 to the Units
Registration Statement).
4.7 Pledge Agreement, dated as of November 26, 1997, between the Company,
as Pledgor, and IBJ Schroder Bank & Trust Company, as Collateral
Agent (incorporated by reference to Exhibit 4.5 to the Units
Registration Statement).
4.8 Warrant Agreement, dated as of November 26, 1997, between the Company
and IBJ Schroder Bank & Trust Company, as Warrant Agent (incorporated
by reference to Exhibit 4.3 to the Units Registration Statement).
4.9 Form of Warrant (incorporated by reference to Exhibit 4.4 to the
Units Registration Statement).
4.10 Form of Preferred Stock Warrant Agreement, dated as of April 9,1997,
between the Company and each Warrantholder thereof (incorporated by
reference to Exhibit 4.11 to the 1997 Form 10-K).
4.11 Form of Common Stock Purchase Warrant granted by the Company to
Everest Capital Master Fund, L.P. and to The Ravich Revocable Trust
of 1989 (incorporated by reference to Exhibit 4.12 to the 1997 Form
10-K).
10.1.1 Lease Agreement, dated October 20, 1992, between 22nd & K Street
Office Building Limited Partnership and the Company (incorporated by
reference to Exhibit 10.3 to the S-1 Registration Statement).
**10.1.2 Lease Agreement, dated as of March 31, 1998, between Rock-McGraw,
Inc. and the Company.
10.2.1 Engagement Letter Agreement, dated November 18, 1992, between the
Company and Batchelder & Partners, Inc. (incorporated by reference to
Exhibit 10.4 to the S-1 Registration Statement).
10.2.2 Engagement Termination Letter Agreement, dated December 4, 1997,
between the Company and Batchelder & Partners, Inc. (incorporated by
reference to Exhibit 10.2.2 to the 1997 Form 10-K).
*10.3.1 Proprietary Information and Non-Competition Agreement, dated February
9, 1993, for Robert D. Briskman (incorporated by reference to Exhibit
10.8.1 to the S-1 Registration Statement).

Exhibit Description
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*10.3.2 Amendment No. 1 to Proprietary Information and Non Competition
Agreement between the Company and Robert D. Briskman (incorporated by
reference to Exhibit 10.8.2 to the S-1 Registration Statement.)
+10.4 Amended and Restated Contract, dated as of June 30, 1998, between the
Company and Space Systems/Loral, Inc. (filed herewith).
10.5 Assignment of Technology Agreement, dated April 15, 1993, between
Robert D. Briskman and the Company (incorporated by reference to
Exhibit 10.10 to the S-1 Registration Statement).
*10.6.1 Amended and Restated Option Agreement between the Company and Robert
D. Briskman (incorporated by reference to Exhibit 10.13 to the S-1
Registration Statement).
*10.6.2 Stock Option Agreement, dated as of October 15, 1997, between the
Company and Robert D. Briskman (incorporated by reference to Exhibit
10.6.2 to the 1997 Form 10-K).
*10.7.1 Employment and Noncompetition Agreement between the Company and David
Margolese (incorporated by reference to Exhibit 10.18.1 to the S-1
Registration Statement).
*10.7.2 First Amendment to Employment Agreement between the Company and David
Margolese (incorporated by reference to Exhibit 10.18.2 to the S-1
Registration Statement).
*10.8.1 Employment and Noncompetition Agreement between the Company and
Robert D. Briskman (incorporated by reference to Exhibit 10.19.1 to
the S-1 Registration Statement).
*10.8.2 First Amendment to Employment Agreement between the Company and
Robert D. Briskman (incorporated by reference to Exhibit 10.19.2 to
the S-1 Registration Statement).
*10.8.3 Second Amendment to Employment Agreement between the Company and
Robert D. Briskman (incorporated by reference to Exhibit 10.12.3 to
the 1996 Form 10-K).
*10.9 Employment and Noncompetition Agreement, dated as of July 10, 1997,
between the Company and Andrew J. Greenebaum (incorporated by
reference to Exhibit 10.10 to the Company's Quarterly Report on Form
10-Q for the period ended September 30, 1997).

Exhibit Description
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*10.10 Employment and Noncompetition Agreement, dated as of April 16, 1997,
between the Company and Joseph S. Capobianco (incorporated by
reference to Exhibit 10.17 to the Company's Quarterly Report on Form
10-Q/A for the period ended March 31, 1997).
*10.11.1 Employment and Noncompetition Agreement, dated as of April 28, 1997,
between the Company and Keno V. Thomas (incorporated by reference to
Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q/A for
the period ended March 31, 1997).

* **10.11.2 Separation Agreement, dated as of July 6, 1998, between the Company
and Keno V. Thomas.

* **10.12 Employment and Noncompetition Agreement, dated as of May 18, 1998,
between the Company and Patrick L. Donnelly.
10.13 Registration Agreement, dated January 2, 1994, between the Company
and M.A. Rothblatt and B.A. Rothblatt (incorporated by reference to
Exhibit 10.20 to the S-1 Registration Statement).
*10.14 1994 Stock Option Plan (incorporated by reference to Exhibit 10.21 to
the S-1 Registration Statement).
*10.15 Amended and Restated 1994 Directors' Nonqualified Stock Option Plan
(incorporated by reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
10.16.1 Option Agreement, dated as of October 21, 1992, between the Company
and Batchelder & Partners, Inc. (incorporated by reference to Exhibit
10.24 to the S-1 Registration Statement).
**10.16.2 Form of Option Agreement, dated as of December 29, 1997, between the
Company and each Optionee.
10.17 Settlement Agreement, dated as of April 1, 1994, among the Company,
M.A. Rothblatt, B.A. Rothblatt and Marcor, Inc. (incorporated by
reference to Exhibit 10.27 to the S-1 Registration Statement).
*10.18 1995 Stock Compensation Plan (incorporated by reference to Exhibit
10.37 to the Annual Report on Form 10-K for the year ended December
31, 1995).
10.19.1 Preferred Stock Investment Agreement dated October 23, 1996 between
the Company and certain investors (incorporated by reference to
Exhibit 10.24 to the 1996 Form 10-K).
10.19.2 First Amendment to Preferred Stock Investment Agreement dated March
7, 1997 between the Company and certain investors (incorporated by
reference to Exhibit 10.24.1 to the 1996 Form 10-K).

Exhibit Description
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10.19.3 Second Amendment to Preferred Stock Investment Agreement dated March
14, 1997 between the Company and certain investors (incorporated by
reference to Exhibit 10.24.2 to the 1996 Form 10-K).
10.20 Stock Purchase Agreement, dated as of August 5, 1997, between the
Company, David Margolese and Loral Space & Communications Ltd.
(incorporated by reference to Exhibit 99.1 to the Company's Current
Report on Form 8-K, filed with the Commission on August 19, 1997).
**10.21 Letter, dated May 29, 1998, terminating Launch Services Agreement
dated July 22, 1997 between the Company and Arianespace S.A.;
Arianespace Customer Loan Agreements dated July 22, 1997 for Launches
#1 and #2 between the Company and Arianespace Finance S.A.; and the
Multiparty Agreements dated July 22, 1997 for Launches #1 and #2
among the Company, Arianespace S.A. and Arianespace Finance S.A.
**10.22 Credit Agreement, dated as of June 30, 1998, among the Company, the
financial institutions from time to time parties thereto and Bank of
America National Trust and Savings Association, as Administrative
Agent.
**10.23 Pledge Agreement, dated as of June 30, 1998, made by the Company in
favor of Bank of America National Trust and Savings Association, as
Administrative Agent.
10.24 Summary Term Sheet/Commitment, dated June 15, 1997, among the Company
and Everest Capital International, Ltd., Everest Capital Fund, L.P.
and The Ravich Revocable Trust of 1989 (incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K, filed with
the Commission on July 8, 1997).
10.25.1 Engagement Letter Agreement, dated June 14, 1997, between the Company
and Libra Investments, Inc. (incorporated by reference to Exhibit
10.26.1 to the 1997 Form 10-K).
10.25.2 Engagement Termination Letter Agreement, dated August 6, 1997,
between the Company and Libra Investments, Inc. (incorporated by
reference to Exhibit 10.26.1 to the 1997 Form 10-K).
10.26 Engagement Letter Agreement dated October 8, 1997, between the
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(incorporated by reference to Exhibit 10.27 to the 1997 Form 10-K).

Exhibit Description
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+10.27 Radio License Agreement, dated January 21, 1998 between the Company
and Bloomberg Communications Inc. (incorporated by reference to
Exhibit 10.28 to the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1998).
+10.28 Agreement, dated April 24, 1998, between Lucent Technologies Inc. and
the Company (filed herewith).
**27.1 Financial Data Schedule.

* This document has been identified as a management contract or compensatory
plan or arrangement.

** Previously filed.

+ Portions of these exhibits, which are incorporated by reference, have been
omitted pursuant to an Application for Confidential treatment filed by the
Company with the Securities and Exchange Commission pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended.

AMENDED AND RESTATED

CONTRACT BETWEEN

CD RADIO INC.

AND

SPACE SYSTEMS/LORAL, INC.

FOR

ON-ORBIT DELIVERY OF

CD RADIO DARS SATELLITES*

This document contains data and information proprietary to SPACE SYSTEMS/LORAL
and CD RADIO. This data shall not be disclosed or disseminated, or reproduced in
whole or in part without the express prior written approval of SPACE
SYSTEMS/LORAL and CD RADIO, except to the extent permitted by Article 20.

* This agreement is subject to a confidential treatment request. The
confidential portions have been omitted from this Form 10-Q and have been
replaced by asterisks (*). The confidential portions have been filed
separately with the Commission as provided pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934.

AMENDED AND RESTATED CONTRACT, dated as of June 30, 1998, between CD Radio Inc.,
a corporation organized and existing under the laws of the State of Delaware,
having its principal place of business at 1180 Avenue of the Americas, 14th
Floor, New York, New York 10036 (hereinafter referred to as the "Purchaser"),
and Space Systems/Loral, Inc., a corporation organized and existing under the
laws of the State of Delaware, having a place of business at 3825 Fabian Way,
Palo Alto, California, 94303 (hereinafter referred to as the "Contractor").

WITNESSETH:

WHEREAS, the Purchaser and the Contractor are parties to a Contract
dated as of March 2, 1993 (as amended, supplemented or otherwise modified prior
to the date hereof, the "Existing Contract"), pursuant to which, among other
things, the Contractor agreed to construct and deliver three (3) Satellites for
use in the digital audio radio system ("DARS") being developed by the Purchaser
(such system, as modified or expanded from time to time, the "CD Radio DARS
System");

WHEREAS, the Purchaser and the Contractor are parties to a Memorandum
of Agreement, dated as of March 27, 1998 (the "MOA"), pursuant to which the
Purchaser and the Contractor agreed to amend the Existing Contract to, among
other things, provide for the construction, Launch and on-orbit, checked-out
delivery of three (3) Satellites with a fourth Satellite delivered to Ground
Storage for use in the CD Radio DARS System;

WHEREAS, the Contractor and the Purchaser desire to execute and deliver
this Contract to (i) supersede both the Existing Contract and the MOA and (ii)
provide for the construction, Launch and on-orbit, checked-out delivery of three
(3) Satellites with a fourth Satellite delivered to Ground Storage for use in
the CD Radio DARS System;

WHEREAS, subject to the terms and conditions of this Contract and
Attachment D, the Contractor has agreed to (i) provide $50,000,000 in vendor
financing for the purchaser of the Satellites for use in the CD Radio DARS
System and (ii) enter into agreements relating to $115,000,000 in vendor
financing for the purchase of the Launch Services to be provided to the
Purchaser under this Contract; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the Purchaser and the Contractor hereby agree as
follows:

1

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

Article 1.

DEFINITIONS

The following terms shall have the meanings assigned to them below:

1.1 The "Purchaser" means CD Radio Inc., a Delaware corporation, and
its successors and assigns.

1.2 The "Contractor" means Space Systems/Loral, Inc.

1.3 The "Parties" means the Purchaser and the Contractor.

1.4 "Contract" means this Amended and Restated Contract, its Exhibits
and Attachments plus any amendments hereto or thereto, to which the Parties
agree in writing.

1.5 "Satellite" or "Spacecraft" shall mean a CD Radio DARS Satellite
contemplated by and to be supplied to the Purchaser under this Contract.

1.6 "Mission Operations Support Services" shall mean the services
performed by the Contractor including orbit raising of FM-1. FM-2 and FM-3 and
In-Orbit Testing of such Satellites.

1.7 "Terminated Ignition" shall mean, when, for each Satellite
separately of FM-1, FM-2 and FM-3, Intentional Ignition has occurred and is not
followed by liftoff.

1.8 "Launch Vehicle" means one of the expendable Launch Vehicles used
for the Launch of the CD Radio DARS Satellites, as described in Article 7.

1.9 "Launch Agency" means that organization which is responsible for
the Launch Site and conducting the applicable Launch.

1.10 "Launch Site" means the facility used by a Launch Agency for
purposes of Launching a Satellite.

1.11 "Launch Support" means those services provided by the Contractor,
pursuant to the Statement of Work hereto, in support of a Launch by a Launch
Agency.

1.12 "Launch" of a Satellite means Intentional Ignition.

2

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

1.13 "Launch Services Agreement" means the Contract(s) between the
Contractor and the Launch Agency which provides the terms and conditions for
Launching one or more Satellites which are being constructed under this
Contract.

1.14 "Ground Storage" of a Satellite means a condition where the
Satellite or its component parts are secured in a controlled environment for
preservation on the ground.

1.15 "Effective Date of Contract" or "EDC" means March 2, 1993.

1.16 "Affiliate" with respect to any person or entity, shall mean any
person or entity directly or indirectly controlling, controlled by or under
common control with such person or entity.

1.17 "Intentional Ignition" means the ignition of the first stage main
engine(s) of the Launch Vehicle.

1.18 "Launch Pad" shall mean the designated area at the Launch Site
from which the Satellite will be Launched.

1.19 "FM" means, with respect to any Satellite, Flight Model.

1.20 "Bank of America Credit Agreement" shall mean that certain
$115,000,000 Credit Agreement, dated as of June 30, 1998, among the Purchaser,
the banks and financial institutions from time to time parties thereto and Bank
of America National Trust and Savings Association, as administrative agent and
as a bank thereunder, as amended, supplemented or otherwise modified from time
to time in accordance with the terms thereof.

1.21 "Consolidated Net Worth" shall mean, at a particular date, all
amounts which would be included under stockholders' equity on a consolidated
balance sheet of the Purchaser and its subsidiaries determined on a consolidated
basis in accordance with generally accepted accounting practices (GAAP) as at
such date, plus (i) preferred stock issued by the Purchaser whether or not
included in stockholders' equity and (ii) all accrued and unpaid dividends on
preferred stock issued by the Purchaser.

1.22 "Data and Documentation" means the information to be provided by
the Contractor in accordance with Exhibit A, Annex 2, Deliverable Document List.

1.23 "Price" shall have the meaning specified in Article 4 of this
Contract, as reduced or increased from time to time in accordance with the terms
of this Contract.

3

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

1.24 "LIBOR" shall mean the rate of interest per annum determined by
Bank of America National Trust and Savings Association to be the arithmetic mean
(rounded downwards to the nearest 1/16th of 1%) of the rates of interest per
annum at which dollar deposits in the amount of $10,000,000, and having a
maturity of 360 days, would be offered to major banks in the London interbank
market at their request at approximately 11:00 a.m. (London time) two (2)
business days prior to the applicable date.

1.26 "On-Orbit/Checked Out" shall mean a Satellite that is placed in an
orbital location as defined in Exhibit B, Section 1, (I.E., on-orbit)and which
has been tested in accordance with Exhibit D, Test Plan, to validate the
Satellite's performance as specified in Exhibit B.

1.27 "Insurance Management Support Services" shall mean the technical
assistance provided by the Contractor to the Purchaser in support of the
procurement of insurance for the Satellites.

1.28 "Satellite Failure" means (i) a Satellite that has a service life
that, at any point in time, is predicted to be less than six (6) years,
including the number of years that have already occurred since the date of
completion of in-orbit testing or (ii) a Satellite that, at any point in time,
has fewer than fifty percent 50% of its EIRP specified in Exhibit B.

1.29 "Launch Failure" means: (a) that the Satellite is destroyed or
lost during the period extending from Intentional Ignition to the instant when
the Satellite is intended to separate from the Launch Vehicle, or if such
Satellite does not separate from the Launch Vehicle; or (b) the operational
capacity or nominal lifetime of the Satellite is expected to be reduced by more
than 50% and it is determined from the flight data that the Launch Vehicle
performed in a manner that damaged the Satellite which caused the reduction in
capacity or lifetime.

1.30 "In-Orbit Testing" or "IOT" shall have the meaning described in
Exhibit A, Statement of Work.

1.31 "Late Delivery Penalty Period" means the period ending on the day
that is ninety (90) days after July 31, 2000 for FM's 1, 2, and 3 and after
September 30, 2000 for FM-4.

4

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

Article 2.

SCOPE OF WORK

2.1 Work Effort. The Contractor shall provide the necessary personnel,
material, services, and facilities, to manufacture, test and deliver
On-Orbit/Checked Out or to Ground Storage as specified in Sub-Article 3.3, four
(4) complete Spacecraft in accordance with the Satellite Performance
Specification, Exhibit B to this Contract, and perform the services described in
Exhibit A, Statement of Work, (except those items of hardware and services
listed as "optional," unless such options are exercised by the Purchaser in
accordance with the terms of this Contract), to the extent specified in this
Contract, and to perform the work required hereunder in accordance with the
Exhibits listed below, which are attached hereto and made a part hereof by
reference:

The Contractor acknowledges that the Test Plan, Exhibit D, which is
attached to this Contract has not yet been modified to reflect, among other
things, the modifications that the Contractor and the Purchaser agree are
required as a result of the changes in the Statement of Work, Exhibit B, and the
on-orbit delivery required by this Contract. The Contractor and the Purchaser
agree to negotiate in good-faith a mutually acceptable revision of such Exhibit
D. The Contractor agrees that, notwithstanding anything to the contrary
contained in this Contract, the Purchaser shall not be required to pay a
$4,000,000 portion of payment 17A listed on Attachment A to this Contract until
such time as a revision to Exhibit D has been (i) delivered to the Purchaser,
(ii) agreed upon by the Purchaser and the Contractor and (iii) incorporated into
this Contract by a written amendment to this Contract executed by both the
Purchaser and the Contractor.

5

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

Article 3.

DELIVERABLE ITEMS AND DELIVERY SCHEDULE

3.1 Satellite Delivery. Each of the Satellites to be delivered
On-Orbit/Checked Out shall be delivered in accordance with the provisions of
Sub-Article 3.3 below and Exhibit A, with such delivery being deemed to have
occurred upon completion of In Orbit Testing of the applicable Satellite which
is conducted to verify that the performance of the Satellite has not degraded
during Launch. For a Satellite delivered into Ground Storage pursuant to
Sub-Article 3.3 or Article 35, delivery shall be deemed to have occurred when
the Satellite arrives at the designated Ground Storage site.

3.2 Delivery of Services. Delivery of services shall be deemed to have
occurred when such services have been completed in accordance with the
requirements of Exhibit A.

3.3 Deliverable Items. The goods and services to be delivered and the
corresponding delivery schedule under this Contract are as follows:

3.4 Late Delivery Penalties. If all of FM-1, FM-2 and FM-3 Satellites
(including applicable Launch Services and one (1) dynamic simulator) are not
delivered On-Orbit/Checked Out by 31 July 2000 the Price shall, unless such
delays are excusable within the meaning of Article 18 - FORCE MAJEURE, be
reduced by Forty-Five-Thousand dollars ($45,000) per day for each day of delay
starting on August 1, 2000 for up to eighty-nine (89) days thereafter with a
maximum Price reduction of Four-Million-Fifty-Thousand dollars ($4,050,000).

If FM-4 is not delivered to Ground Storage by 30 September 2000, then
the Price shall, unless such delay is excusable within the meaning of Article 18
FORCE MAJEURE, be reduced by Fifteen-Thousand dollars ($15,000) per day for each
day of delay starting on October 1, 2000 for up to eighty-nine (89) days
thereafter with a maximum Price reduction of
One-Million-Three-Hundred-Fifty-Thousand dollars ($1,350,000).

7

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

There shall be no other remedies to the Purchaser (including any
default remedy) for late delivery, or for failure to prosecute the work as
required to achieve delivery by dates earlier than those set forth in this
Article 3.4, or through the applicable ninety (90) day penalty period.

3.5 Payment of Late Delivery Penalties. Any late delivery penalties
incurred by the Contractor for one or more Satellites shall be paid by the
Contractor at the time of delivery of FM-1, FM-2 and FM-3 or FM-4, as the case
may be. The Contractor shall wire transfer the amount of the late delivery
penalties to the bank specified by the Purchaser.

3.6 Limit of Liability. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN, THE CONTRACTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OR FOR LOST REVENUES OR PROFITS DUE TO LATE DELIVERY OF
ANY ITEMS, INCLUDING BUT NOT LIMITED TO THE SATELLITES REQUIRED TO BE DELIVERED
UNDER THIS CONTRACT.

3.7 Early Delivery Incentives. In the event that FM-1, FM-2 and FM-3
are all delivered On-Orbit/Checked Out before March 31, 2000, an early delivery
incentive shall be paid to the Contractor at a rate of $45,000 per day from the
date delivery of all three Satellites occurs On-Orbit/Checked Out through March
31, 2000 or a 90 day period, whichever occurs first.

In the event that FM-4 is delivered to Ground Storage before May 31,
2000, an early delivery incentive shall be paid to the Contractor at a rate of
$15,000 per day from the date delivery occurs to Ground Storage through May 31,
2000 or a 90 day period, whichever occurs first.

3.8 Payment of Early Delivery Incentives. Any early delivery incentive
earned by the Contractor for FM-1, FM-2, and FM-3 shall be paid to the
Contractor by the Purchaser at the time of delivery, On-Orbit/Checked Out, of
such Satellites.

3.9 Earned Delivery Incentives for a Stored Satellite. Any early
delivery incentive earned for FM-4 shall be paid to the Contractor by the
Purchaser at the time FM-4 is delivered to Ground Storage.

8

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

Article 4.

PRICE

The price to be paid by the Purchaser to the Contractor for performance
of its obligations under this Contract is
Four-Hundred-Thirty-Eight-Million-Forty- Thousand Dollars ($438,040,000) plus
the price of the Launch Services provided by the Contractor in accordance with
Article 7 (the "Price").

The Price does not include any of the options available to the
Purchaser under the terms of this Contract. In the event that the Contractor
receives a contract from one or more customers, other than the Purchaser, for a
Satellite procurement intended to provide direct audio radio service in the
United States of America, then the Purchaser shall receive as a refund a
percentage of the non-recurring effort charged to the Purchaser in the Price.
The calculation of the refund shall be based on the amount of non-recurring
effort that is common to the Programs. This non-recurring Price shall be divided
between the Programs. Any portion of the non-recurring Price that is unique to
the CD Radio DARS System Satellites shall not be included in the calculation of
the refund.

*Launch Services to be provided and prices determined in accordance with the
terms of Article 7.

Article 5.

PAYMENTS

5.1 General.

5.1.1 Payments by the Purchaser to the Contractor of the Price
shall be in accordance with the applicable Payment Plan provided in Attachment
A.

5.1.2 Notwithstanding anything in this Contract or otherwise
to the contrary (including the actual timing of payments required under the
applicable Payment Plan), on the thirtieth (30th) day following the date upon
which the unpaid principal amount of the "Loans" (as such term is defined in the
Bank of America Credit Agreement) become immediately due and payable(the "Bank
of America Credit Agreement Maturity Date"), whether at maturity, upon
acceleration, or otherwise, the Purchaser will pay the Contractor
Thirty-One-Million-Six-Hundred-Thousand dollars ($31,600,000). Such payment
shall be applied by the Contractor to the final payments due under the Payment
Plan provided in Attachment A for FM's 1, 2 and 3. The Purchaser shall provide
the Contractor prompt written notice of the occurrence of the Bank of America
Credit Agreement Maturity Date, but the failure to provide such notice shall not
prevent the operation of the provisions of this Sub-Article 5.1.2.

5.1.3 So long as the Support Agreement (as such term is
defined in the Bank of America Credit Agreement) is in full force and effect
(including at all times from and after the purchase, if any, of the Term Loans
(as such term is defined in the Support Agreement) by Loral Space &
Communications Ltd. ("Loral"), a Bermuda company, in accordance with Section 2
or Section 3 of the Support Agreement), and Loral is not in default of its
obligations under Section 2 of the Support Agreement, the Purchaser agrees that
it shall (i) maintain (a) prior to

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December 31, 1998, a Consolidated Net Worth of at least One-Hundred-Twenty-Five
Million dollars ($125,000,000); and (b) from and after December 31, 1998, a
Consolidated Net Worth of at least Seventy-Five Million dollars ($75,000,000),
and (ii) it shall maintain committed financing or unrestricted cash and cash
equivalents sufficient for the Purchaser to pay its obligations (including, but
not limited to, its obligations under this Contract) as they become due.

5.1.4 So long as the Support Agreement is in full force and
effect and Loral is not in default of its obligations under Section 2 of the
Support Agreement, the Purchaser shall not, without the prior written consent of
Loral (i) amend or modify the Bank of America Credit Agreement or (ii) cause, or
suffer to occur, the release of any collateral securing the obligations of the
Purchaser under the Bank of America Credit Agreement. Within forty-five (45)
days after the end of each calendar quarter, the Purchaser shall deliver to the
Contractor a certificate signed by the Purchaser's Chief Financial Officer,
Treasurer, or Controller, or any other officer having substantially the same
authority and responsibility, as to the compliance by the Purchaser with the
covenants contained in Sub-Article 5.1.3.

5.2 Escalation. The prices, for options in this Contract shall be
escalated in accordance with the formula provided below from May 1998 to the
date an option is exercised when the Bureau of Labor Statistics ("BLS") data, as
required, is available.

5.3 Payment Conditions. All time payments by the Purchaser shall be due
in accordance with the Program Payment Plan, Attachment A hereto. The Contractor
shall submit an invoice for the applicable amount thirty (30) days prior to the
payment due date. For any invoice for payment which is subject to the completion
of a milestone, the Contractor shall provide evidence, in the form of Attachment
B, Milestone Achievement Certification, of the completion of such item to the
Purchaser. The Purchaser shall, within five (5) business days of its receipt of
such certification, notify the Contractor of either (i) its approval, which
approval shall not be unreasonably withheld, by signing and returning the
Milestone Achievement

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Certification or (ii) its rejection of such certification with notification to
the Contractor of the area(s) not considered by the Purchaser to be acceptable.
In the event the Contractor does not receive notification in writing from the
Purchaser within five (5) business days, then such milestone event completion
certificate shall be deemed to have been approved. Milestone payments shall be
due thirty (30) days after the Contractor provides an invoice accompanied by
such certification, executed by both the Purchaser and the Contractor. In the
event that the Purchaser does not make any payment required to be made under
this Contract by the said due date, the Purchaser shall be liable to pay the
Contractor interest at the rate of LIBOR + 2% per annum on the unpaid balance
until such time as payment is made by the Purchaser (without prejudice to the
Contractor's other rights and remedies for such late payment). All payments to
the Contractor from the Purchaser shall be in United States Dollars and shall be
made by electronic funds transfer (EFT) to the following account:

BANK OF AMERICA, NT & SA

SPACE SYSTEMS/LORAL

ACCOUNT NO. 75-69165

CHICAGO, ILLINOIS

ABA #071-000-039

or other such accounts as the Contractor may specify from time to time in
written notices to the Purchaser.

5.4 Payments Associated with Options. In the event that the Purchaser
exercises any of the options provided for under this Contract, then the
Purchaser shall make payments for such option(s) in accordance with the
respective Payment Plans which are a subset of Attachment A hereto.

5.5 Deferral of Payment. The Contractor agrees that it will defer a
total amount of Fifty-Million dollars ($50,000,000) as reflected in the Payment
Plan provided in Attachment A for FM's 1,2 and 3 and the Purchaser shall make
deferred payments on the specified dates, also provided in the attached Payment
Plan. These deferred schedule payments are reflected in payments numbered 6B,
8B, 10A, 12B, 13C, and 16 of the Payment Plan for FM's 1, 2, and 3. The
Purchaser shall pay such deferred payments as noted in payments numbered 24,
25A, 25B, 26, 27A, and 27B of the Payment Plan for FM's 1, 2, and 3.

However, in the event of a Satellite Failure or Launch Failure, the
Purchaser shall pay the full deferred amount for that Satellite no later than
one hundred twenty (120) days after the date of the Satellite Failure or Launch
Failure, as the case may be.

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If the Purchaser elects to exercise the Ground Storage option under
Article 35 for FM's 1, 2, or 3, the Purchaser shall pay the full deferred amount
for that Satellite within sixty (60) days of the option exercise date and all
affected Articles shall be mutually amended as required (E.G., delay penalties
and incentives).

The Purchaser and the Contractor agree to negotiate in good-faith an
agreement regarding the terms and conditions of such deferred payments. Such
agreement shall contain the principal terms and conditions set forth on
Attachment D and no other principal terms and conditions.

Article 6.

PURCHASER FURNISHED ITEMS

6.1 Facilities for IOT. The Purchaser shall make available to the
Contractor the use of the Purchaser's Satellite control facilities for the
purposes of In-Orbit Testing of the Satellites.

6.2 Spacecraft Monthly Reports. The Purchaser shall provide to the
Contractor, no less frequently than monthly during the on-orbit life of each
Satellite, an informal letter report which shall describe the general health and
operating status of the Satellites and specifically identify any defined
anomalies. For the purpose of this Article, a Satellite anomaly means any
occurrence in-orbit that was not anticipated in the Satellite Orbital Operation
Handbook (SOOH) delivered to the Purchaser pursuant to Annex 2 of Exhibit A. In
the event that a Satellite anomaly is encountered, the Purchaser shall provide
and/or give access to such data as the Contractor may require for investigation
and/or correction of such anomaly. Further, the Purchaser shall grant such
reasonable access to ground stations and the Satellites as the Contractor might
require for an investigation of such anomaly. The Contractor shall use its best
efforts to understand the anomaly.

6.3 Purchaser Delays. If the Contractor is delayed due to failure of
the Purchaser to perform its obligations under this Article, the Contractor
shall notify the Purchaser of such delay and failure. If the Purchaser fails to
cure such failure within thirty (30) days thereafter, the Contractor shall have
the option to perform such obligations on behalf of the Purchaser; if the
Contractor does so, it will so notify the Purchaser and the Purchaser shall
reimburse the Contractor by means of an equitable adjustment in the Price,
schedule, and other affected portions of this Contract. Whether or not the
Contractor elects to perform such Purchaser obligations, delays caused by the
Purchaser's failure shall be subject to the provisions of Article 19 - PURCHASER
DELAY OF WORK.

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Article 7.

LAUNCH SERVICES

7.1 Atlas, Sea-Launch and Proton Launch Services. Subject to the
provisions set forth below, the Contractor and the Purchaser agree that Launch
services under this Contract shall consist of three (3) Launches ("Launch
Services") and shall be provided on two (2) Proton Launch Vehicles and an Atlas
IIIA Launch Vehicle. The Contractor agrees that FM-1 and FM-2 shall be Launched
on Proton Launch Vehicles and, subject to the provisions set forth below, that
FM-3 shall be Launched on an Atlas IIIA Launch Vehicle.

In the event that the Contractor, after consultation with the
Purchaser, determines that the Atlas IIIA Launch Vehicle is not suitably
optimized for Launch of FM-3 (which determination shall be made prior to August
27, 1998), then the Purchaser shall, by August 28, 1998 instruct the Contractor
to substitute either a Proton Launch Vehicle (to the extent that a Proton Launch
Vehicle is available), a Sea-Launch Launch Vehicle or an Atlas IIIB Launch
Vehicle (to the extent that an Atlas IIIB Launch Vehicle is available) for such
unsuitable Launch Vehicle. Any such substitution of Launch Vehicles shall not
change the applicable Launch dates or delivery schedule contained in Sub-Article
3.3.

The price for Launch Services under this Contract shall be determined
based upon which Launch Vehicle is utilized to Launch FM-1, FM-2 and FM-3. The
prices for such Launch Vehicles are set forth below (and are not subject to
escalation in any respect):

In the event the first Proton Launch Vehicle suffers a Launch Failure,
then the Contractor shall provide to the Purchaser one (1) free reflight on a
Proton Launch Vehicle. The Contractor agrees that only FM-3 shall be launched on
a Sea-Launch Launch Vehicle or an Atlas IIIA or IIIB Launch Vehicle.

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Each Launch Vehicle shall have the capability of providing an
anticipated mission life per Satellite of fifteen (15) years subject to
optimization to be provided at the system Critical Design Review per Attachment
A, but in no event to be less than twelve (12) years. On or before August 3,
1998, the Contractor shall inform the Purchaser, in writing, whether a
Sea-Launch Launch Vehicle which may be selected by the Purchaser can be replaced
by an additional Proton Launch Vehicle. In the event a Launch Failure occurs in
the industry that causes a postponement of a scheduled Launch, the Contractor
will work with the Purchaser and its Launch Agencies to obtain the earliest
possible Launch date for the affected Satellite.

7.2 Ariane Launch Vehicles. The Contractor shall use reasonable best
efforts, provided they entail no net cost or liability to the Contractor and the
Purchaser, to modify its Multiple Launch Service Agreement ("MLSA") with
Arianespace S.A. ("Arianespace") to add the two (2) Ariane launchers which were
previously under contract between the Purchaser and Arianespace. In this
connection, the Contractor shall use reasonable best efforts, provided they
entail no net cost nor liability to the Contractor and the Purchaser, to secure
Arianespace's agreement to reimburse the Purchaser, fully or partially, for all
amounts paid under the Purchaser/Arianespace agreement. Such efforts will be
made to secure the reimbursement prior to March 31, 2000 although no assurances
can be made. The Contractor agrees to include the Purchaser in (or at least to
consult on a regular basis with the Purchaser regarding) the Arianespace
negotiations that directly affect the Purchaser's interests. Upon reaching
successful agreement with Arianespace, the Contractor will inform the Purchaser
of the terms of the agreement and promptly pay over to the Purchaser any
reimbursement amounts paid by Arianespace in connection with the
Purchaser/Arianespace agreement.

7.3 Launch Vehicle Financing. The Contractor agrees that upon execution
of this Contract it shall either: (i) provide the Purchaser with a $115,000,000
vendor financing facility on terms satisfactory to the Contractor and the
Purchaser, the proceeds of which shall be used to finance the purchase of Launch
Services under this Contract; or (ii) enter into the Support Agreement (to be
agreed to and defined in the Bank of America Credit Agreement).

Article 8.

INSPECTION, INTERIM AND FINAL ACCEPTANCE

8.1 Inspections and Testing of Satellites. The Satellites shall be
subjected to inspection and acceptance testing in accordance with Exhibit A,
Statement of Work, Exhibit C, Product Assurance Plan and Exhibit D, Test Plan.
The Purchaser shall have the right to conduct inspections of the Satellites and
witness acceptance

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testing in accordance with the paragraph below, and to examine the test data
resulting from such tests. The Contractor will give reasonable advance notice to
the Purchaser, when practicable, as to the time such tests will be conducted and
the nature of the test. Failure of the Purchaser to witness the tests shall not
prevent the tests from proceeding.

8.2 Interim Acceptance of the Satellites. The Satellite(s) will be
inspected and subject to Interim Acceptance by the Purchaser at the Contractor's
Palo Alto facility. Upon completion of the Purchaser's inspection of the
Satellites and upon satisfactory completion of the acceptance testing by the
Contractor, the Purchaser shall provide written notice to the Contractor of its
Interim Acceptance of a Satellite. This written Interim Acceptance shall be
provided at the Satellite Pre-shipment Review, to be held in Palo Alto, prior to
the shipment of the Satellites to the Launch Site for FM-1, FM-2 and FM-3 or to
Ground Storage for FM-4.

8.3 Final Acceptance of FM-1, 2 and 3 Satellites. When each of FM-1,
FM-2 and FM-3 arrive at the Launch Site, inspection and verification testing
will be performed by the Contractor to make sure that no damage occurred to the
Satellites during shipment to the Launch Site. The Contractor shall then conduct
the Satellite Launch Readiness Review in accordance with Exhibit A, Statement of
Work. Final Acceptance of a Satellite shall be deemed to occur upon delivery
On-Orbit/Checked Out. The Parties sole rights and remedies in the event of Final
Acceptance based on Satisfactory; Less Than Satisfactory Operation, or Satellite
Failure, shall be as set forth in Article 12, In-Orbit Check-Out.

8.4 Final Acceptance of the Fourth Satellite. Final Acceptance of FM-4
shall be deemed to occur only upon delivery of such Satellite to the Purchaser's
designated CONUS Ground Storage facility.

Article 9.

CIP POINT, TITLE, AND RISK OF LOSS

9.1 Title and Risk of Loss. The title for FM-1, FM-2 and FM-3 shall
pass to the Purchaser at the time of delivery of such Satellite On-Orbit/Checked
Out or, in the case of a Satellite delivered for Ground Storage, in accordance
with the requirements of Article 35 hereof. Risk of loss and/or damage for FM-1,
FM-2 and FM-3 shall pass to the Purchaser at the time of Launch of such
Satellite or, in the case of a Satellite delivered for Ground Storage, in
accordance with the requirements of Article 35 hereof. Title and risk of loss
and/or damage for FM-4 shall pass to the Purchaser upon delivery of the
Satellite to the Purchaser designated CONUS Ground Storage site. Neither the
Contractor nor any of its subcontractors or suppliers at any tier shall be
liable to the Purchaser or its agents, representatives, or customers

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(including insurers of Satellite(s)) for loss of or damage to a Satellite after
Launch (including if the Contractor furnishes post-Launch mission or operational
support, if any), regardless of the cause or theory. The Contractor's sole
responsibility in the event of such loss or damage arising from or related to
the provision of such support shall be as set forth in Article 25. The Purchaser
agrees to indemnify and hold harmless the Contractor for all costs, expenses and
losses of the Contractor that result from claims or litigation based upon the
Contractor's alleged responsibility, or liability, or the alleged responsibility
of the Contractor's subcontractors or suppliers for loss of, or damage to, the
Satellites occurring after Launch, regardless of the cause or theory.

9.2 CIP Point. The Contractor will provide Carriage and Insurance Paid
(CIP) to the applicable Launch Pad for FM-1, FM-2 and FM-3 and to the applicable
Purchaser designated CONUS Ground Storage site for FM-4.

9.3 Terminated Ignition Contingency Support. In the event of the
occurrence of a Terminated Ignition of the Launch Vehicle used for the Launch of
the FM-1, FM-2 or FM-3, the Parties agree that the Contractor shall immediately
reacquire risk of loss of the affected Satellite and immediately commence work
subsequently required to ready the Satellite for a Launch Vehicle relaunch
(including, as applicable, demating and defueling of Satellite, procurement of
applicable insurance(s), the Contractor taking re-possession of the Satellite
upon its removal from the Launch Vehicle, storage, shipping of Satellite back to
Palo Alto, refurbishing, retesting, re-shipping, and re-initiation and
performance of a subsequent Launch, and any other related effort). It is agreed
by the Parties that such support shall be provided at the Purchaser's expense
and shall be subject to an equitable adjustment to this Contract for schedule
and the price of such work as mutually agreed to by the Parties. Equitable
adjustment for such work and all affected terms of this Contract, its Exhibits
and Schedule(s), as applicable, shall be negotiated within thirty (30) days of
the Terminated Ignition or as otherwise agreed to by the Parties.

In such event where the Contractor proceeds with the Terminated
Ignition contingency support as described in this Article 9.3, the application
of Article 25 shall also apply.

In such event where the Contractor proceeds with the Terminated
Ignition contingency support and pending final negotiation of an equitable
adjustment, both as described in this Article 9.3, the Parties agree to perform
their respective obligations described elsewhere in this Contract.

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Article 10.

ACCESS TO WORK IN PROGRESS

10.1 Work in Progress at Contractor's Plant. For the purpose of
observing the quality of the Contractor's performance of work, a pre-agreed
limited number of the Purchaser's personnel (including its consultants who must
be approved in advance by the Contractor) shall be allowed to observe, on a
non-interference basis, work being performed at the subsystem level and above
for the Satellites, at the Contractor's plant. Such observation shall occur
during normal working hours that are reasonable under the circumstances. The
Contractor shall provide office space and access to telephone, copy and fax
machine services for the Purchaser's personnel, not to exceed four (4), at the
Contractor's facility.

10.2 Work in Progress at Subcontractor's Plants. To the extent
permitted by the Contractor's major subcontractors, and any U.S. Government
restrictions, the Contractor shall allow the Purchaser access to work being
performed pursuant to this Contract in subcontractors' plants for the purpose of
observing the quality of subcontractor's performance of work, subject to the
right of the Contractor to accompany the Purchaser on any visit to a
subcontractor's plant. The Contractor will exert its best efforts in
subcontracting to obtain permission for such access to subcontractors'
facilities.

Article 11.

TAXES AND DUTIES

11.1 U.S. Taxes (Excluding Sales Taxes). Tariffs, duties, taxes (except
sales taxes) or other charges levied by any taxing authority within the United
States of America on the goods, equipment, materials or effort covered by this
Contract shall be paid by the Contractor.

11.2 U.S. Sales Taxes. The Purchaser shall be responsible for the
payment of any sales taxes levied against the effort under this Contract by any
taxing authority within the United States.

11.3 Foreign Taxes. The Contractor shall be responsible for all foreign
taxes (including sales taxes, if any) on the goods, equipment, materials or
effort covered by this Contract, including those associated with subcontract
work.

11.4 Contractor Payment of Taxes. In the event that the Contractor is
required to pay or withhold any sales tax imposed by any taxing authority within
the

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United States in connection with this Contract, which is the responsibility of
the Purchaser under the terms of this Contract, and the Contractor pays such
sales tax for the Purchaser, the Price shall be increased by an amount to
account for such sales tax and the amount shall be invoiced by the Contractor as
an obligation that is immediately due and payable by the Purchaser.

11.5 Survival. The provisions of this Article shall survive the
expiration, completion, or termination of this Contract.

Article 12.

IN-ORBIT CHECK-OUT FOR FM-1, FM-2 and FM-3

12.1 In-Orbit Check-Out Amounts. Included in the Price, is an In-Orbit
Check Out Amount for the In-Orbit Check-Out of FM-1, FM-2 and FM-3. Upon the
completion of the In-Orbit Testing of each Satellite, the Contractor shall be
entitled to payment of the applicable In-Orbit Check Out Amount in accordance
with the following:

(a) Satisfactory Operation. Following Launch, successful
injection and In-Orbit Testing of a Satellite, and verification that the
Spacecraft meets the requirements of Article 13 - SATISFACTORY OPERATION, the
Contractor shall be entitled to payment of the full amount of the In-Orbit
Check-Out Amount applicable to such Satellite, 30 days from completion of the
IOT Summary Review.

(b) Less than Satisfactory Operation. In the event that the
In-Orbit Testing of a Satellite shows that the Satellite does not meet all the
requirements of Article 13 - SATISFACTORY OPERATION, the Parties shall negotiate
a equitable reduction in the In-Orbit Check-Out Amount to be paid to the
Contractor, taking into account, as a primary consideration, the impact of such
out-of-spec condition(s) on the operational capability of the Satellite and any
consequent reduction in revenue from the Satellite. If at completion of In-Orbit
Testing of a Satellite it is determined that such Satellite has a service life
that is predicted to be less than seven and one-half (7 1/2) years due to the
Contractor's fault or negligence then the Purchaser's sole remedy, and
Contractor's sole liability, shall be forfeiture of the In-Orbit Check Out
Amount for the applicable Satellite.

(c) Satellite Failure. In the event that there is a Satellite
Failure of FM-1, FM-2 or FM-3 prior to delivery, On-Orbit/ Checked Out, due to
reasons of a Launch Failure or otherwise not due to the Contractor's fault or
negligence, the Contractor shall be paid the full amount of the applicable
In-Orbit Check-Out Amount by the Purchaser thirty (30) days after submission of
an invoice for

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such payment. In the event of a Satellite Failure due to the Contractor's fault
or negligence or which does not result from Launch Failure, the Purchaser's sole
remedy, and Contractor's sole liability, shall be forfeiture of the In-Orbit
Check Out Amount for the applicable Satellite.

In the event there is a Satellite Failure of FM-1, FM-2 or FM-3, due to
the Contractor's fault or negligence, prior to delivery of any such Satellite
On-Orbit/Checked Out, then the Purchaser shall not be required to pay any
In-Orbit Check Out Amount in connection with the On-Orbit/Checked Out delivery
of a replacement Satellite (I.E., FM-4).

Article 13.

SATISFACTORY OPERATION

For purposes of calculating the In-Orbit Check-Out Amount, the term
"Satisfactory Operation" means that the applicable Satellite is in conformance
with the requirements set forth in Exhibit B - Satellite Performance
Specification to this Contract, taking into account tolerances for measurement
accuracy; provided, however, that any failure of the applicable Satellite to
meet the performance specified in said Exhibit which is capable of being
corrected by switching to one redundant unit in the Satellite within 30 minutes
after said failure is discovered or which does not have a material impact on
Satellite performance (including broadcast capacity and useful life), shall not
be deemed as causing nonconformance to said Exhibit.

Article 14.

ADDITIONAL SATELLITE OPTION

14.1 Order for Optional Satellite. The Purchaser may, at its option to
be exercised by written notice delivered to the Contractor at any time on or
before 1 May 2000, order the Contractor to produce and deliver CIP to a
Purchaser designated CONUS Ground Storage site an additional Satellite identical
to those being furnished pursuant to Article 2- SCOPE OF WORK.

14.2 Delivery of Optional Satellite. If the optional Satellite is
ordered on or before 1 November 1998, then the delivery of the optional
Satellite shall be six months following the delivery of FM-4 ordered hereunder.
If the optional Satellite is ordered after 1 November 1998, then the delivery of
this optional Satellite shall be 28 months after the option is exercised, or six
months following the delivery of FM-4 ordered hereunder, whichever is later.

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14.3 Option Prices. The Price for ordering an additional Satellite is
Ninety-Million dollars ($90,000,000) if ordered prior to May 1, 1999 and
Ninety-Four- Million-Five-Hundred-Thousand dollars ($94,500,000) if ordered on
or after May 1, 1999 through May 1, 2000.

14.4 Payment Plan. A Payment Plan for an optional Satellite ordered
under this Article is included in the Payment Plan, Attachment A.

14.5 Terms and Conditions. In the event that the option provided for
under this Article is exercised by the Purchaser, then the terms and conditions
of this Contract shall be applicable to such option (unless the Parties agree
otherwise), except for the financial and delivery provisions of the Contract
which will be modified to reflect the procurement of the additional optional
Satellite.

Article 15.

SUCCESSFUL INJECTION

15.1 Definition. Injection of a Satellite shall be considered
successful if both of the following circumstances occur:

a. No damage occurs to the Satellite which can be shown to
have resulted from Launch Failure or malfunction.

b. The elements of the transfer orbit attained by the Launch
Vehicle and Launch Vehicle orientation at the time of separation of the
Satellite from the Launch Vehicle are within the 3-sigma limits of the
Launch Vehicle performance established by the Contractor.

15.2 Unsuccessful Injection. If the transfer orbit attained by the
Launch Vehicle or Launch Vehicle orientation at the time of separation of the
Satellite from the Launch Vehicle are outside the 3sigma limits, the Satellite
injection shall be considered unsuccessful. However, the Contractor shall use
its best efforts to utilize the propulsion capabilities of the Satellite to
achieve a successful final orbit. Notwithstanding achievement of a successful
final orbit, this situation shall be treated as an "Unsuccessful Injection."
Payment of the In-Orbit Check Out Amount for the applicable Satellite shall be
made and the Purchaser shall then have the right to use said Satellite for any
purpose without incurring any obligation to the Contractor (subject to the terms
of the Purchaser's salvage provision of any applicable insurance policy).

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Article 16.

INSURANCE OPTION

16.1 Exercise of Option. The Purchaser may, at its option, to be
exercised by written notice delivered to the Contractor by March 31, 1999 for
FM-1, FM-2 or FM-3 order the Contractor to procure Launch insurance to cover the
risk of loss to the applicable Satellite for the period of time from Launch (as
defined in this Contract) through a period after Launch which shall be defined
by the Purchaser at the time of option exercise.

16.2 Price and Payment Terms. Upon written receipt by the Contractor of
the Purchaser's election to exercise this option, the Contractor shall provide
the Purchaser with the price and payment terms for this option within thirty
(30) days. If the Purchaser accepts the Contractor's price and payment terms,
then the exercise of this option shall be subsequently effected through an
amendment to this Contract.

16.3 Risk of Loss and Title. Subsequent to agreement by the Parties on
the price and applicable terms for this option, the Parties agree that risk of
loss of the effected Satellite(s) shall pass at the end of the period covered by
this insurance option.

16.4 Terms and Conditions. In the event that the option provided for
under this Article 16 is procured by the Purchaser, (i) the remaining terms and
conditions of this Contract, as applicable, and, as modified in this Article 16,
shall apply, and (ii) the Purchaser and the Contractor agree to incorporate
appropriate language required to support this effort (E.G., applicable insurance
related definitions and language).

Article 17.

U.S. GOVERNMENT LICENSES FOR FM-1, FM-2 OR FM-3

17.1 U.S. Government License. The Contractor shall have the
responsibility to obtain export licenses as required for delivery and Launch of
FM-1, FM-2 and FM-3. The Purchaser agrees to use its best efforts to assist the
Contractor in such efforts. The Contractor shall have no liability for costs,
damages or expenses incurred by the Purchaser for any reason whatsoever,
resulting from or in connection with any decision on the part of the U.S.
Government with regard to the issuance of a license, or refusal to issue a
license for export or Launch on a non-U.S. Launch

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Vehicle. Both Parties agree to abide by the provisions of any license issued by
the U.S. Government.

17.2 Purchaser's Documentation Required for License Application. The
Purchaser agrees to provide the Contractor with the Purchaser's data or
documentation, as may be required for submitting any license request.

Article 18.

FORCE MAJEURE

It is recognized by the Parties that a Force Majeure event may delay
the performance of the work on the Program or cause non-performance of this
Contract by the Contractor, provided however that the Contractor shall use its
best efforts to avoid or minimize the effects of such late delivery, delay or
non-performance. Such excusable delay shall not be a default hereunder or a
ground for termination hereof.

18.1 Definition. Force Majeure shall include any event beyond the
reasonable control of the Contractor and its subcontractors and shall include,
but will not be limited to, acts of God, acts of a public enemy, acts of any
Government in its sovereign capacity, war and warlike events, unusually severe
weather, fire, mud slides, earthquakes, floods, epidemics, quarantine
restrictions, sabotage, riots and embargoes; which in every case, are beyond the
reasonable control and without the fault or negligence of the Contractor and its
subcontractors. Upon the occurrence of Force Majeure, an equitable adjustment
shall be negotiated in the schedule and other affected portions of this
Contract. In addition , failure to deliver the Launch Services required by this
Contract due to causes beyond the Contractor's control (including prior failures
of the designated Launch Vehicle) will be an excusable delay under this Article
18.

18.2 Delayed Delivery. Accordingly, the Contractor shall not be
responsible for the late delivery, delay of final completion or non-performance
of its contractual obligations due to Force Majeure events to the extent such
events affect the delivery, completion or non-performance under this Contract.

18.3 Notification. The Contractor shall advise the Purchaser in writing
as soon as possible after the Contractor has learned of a delay or potential
delay but not later than five (5) days after the onset, and again at the
termination, of a Force Majeure event.

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Article 19.

PURCHASER'S DELAY OF WORK

If the performance of all or any part of the work required by this
Contract is delayed or interrupted by (1) any act of the Purchaser in the
administration of this Contract, or (2) by any acts of the Purchaser which are
not expressly or impliedly authorized by this Contract, or (3) by the
Purchaser's failure to perform its contractual obligations within the time
specified in this Contract, or within a reasonable time if no time is specified,
then this Contract shall be equitably adjusted in the Price, performance
requirements, schedule, and/or any other affected terms of this Contract. Such
delay of work does not include that caused by a Force Majeure event.

Article 20.

RIGHTS IN DATA

The Contractor shall retain all rights, title and interest in any
Contractor data, invention, discovery or improvement utilized or developed by
the Contractor during the performance of this Contract.

20.1 Deliverable Data. The Purchaser's officers, employees,
consultants, representatives and agents shall have the perpetual, paid-up,
royalty-free, world-wide, nonexclusive right to use the deliverable Data and
Documentation for the purpose of establishing, operating, and maintaining the CD
Radio DARS System and for no other purpose. The Purchaser's officers, employees,
consultants, representatives, and agents shall not disclose such Data and
Documentation (or any other data obtained by Purchaser under this Contract) to
other companies, organizations or persons without the express written consent of
the Contractor.

20.2 Other Data. All other Contractor data, or data of its
subcontractors, to which the Purchaser may have access to in the course of the
Contractor's performance of this Contract shall remain the property of the
Contractor or its subcontractors and shall not be duplicated, used, or disclosed
to persons other than the Purchaser's officers, employees, consultants,
representatives or agents and shall be used solely to assist the Purchaser in
establishing, operating and maintaining the CD Radio DARS System including
Satellite/ground equipment interface. This data may only be provided to third
parties with the prior written approval of the Contractor, and, if applicable,
Contractor's subcontractors, in each case which consent will not be unreasonably
withheld or delayed. Nothing contained in this Article shall require the
Contractor to provide any data beyond that set forth in Exhibit A.

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20.3 Purchaser's Data. The Contractor and its officers, employees,
consultants, subcontractors and representatives shall not disclose any data or
information obtained from the Purchaser and its officers, employees, consultants
or representatives during the performance of its obligations under this Contract
to other companies, organizations or persons without the express written consent
of the Purchaser.

20.4 Confidentiality. The confidentiality obligations imposed on the
Contractor and Purchaser under this Article 20 with regard to data provided
under this Contract shall survive the termination, for whatever reason, of this
Contract, in accordance with the requirements of Attachment C, Non-Disclosure
Agreement.

Article 21.

PATENT INDEMNITY

21.1 The Contractor, at its own expense, shall defend, indemnify and
hold the Purchaser harmless against any claim or suit against the Purchaser
based on an allegation that the manufacture of any item in the performance of
this Contract, or the normal intended use, lease or sale of any item delivered
or to be delivered under this Contract, infringes any U.S. letters patent,
copyrights or trade secrets, and shall pay any royalties and other costs of the
settlement of such claim or suit and the costs and damages finally awarded,
including reasonable attorney fees as the result of any suit, provided that the
Purchaser promptly notifies the Contractor in writing of any such claim or suit
and gives the Contractor authority and such assistance and information as is
reasonably available to the Purchaser for the defense of such claim or suit.

21.2 If the manufacture of any item in the performance of this
Contract, or the normal intended use, lease or sale of any item delivered under
this Contract, is enjoined as a result of a suit based on such claim of
infringement, the Contractor shall resolve the matter by negotiating a license
or other agreement so that the injunction no longer pertains; otherwise, the
Contractor shall be liable to the Purchaser for the Purchaser's additional costs
and damages arising as a result of such injunction, subject to the limitation
set forth in Sub-Article 21.6 provided that the conditions of Sub-Article 21.3
herein do not apply.

21.3 The indemnity provided under this Article shall not apply to the
Contractor's delivery of normally non-infringing items and their intended use
which are rendered infringing by the Purchaser's modification of said items or
by a combination of said items with items not provided by the Contractor under
this Contract.

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21.4 The indemnity provided under this Article does not extend to any
infringement resulting from a change in method of manufacture of an item to be
delivered, ordered by the Purchaser pursuant to Article 27 - CHANGES, or the
stipulation by the Purchaser of the specific design of an item to be delivered
if infringement would not have occurred but for compliance with such change or
design.

21.5 The indemnity provided under this Article does not extend to any
claim that the placement of any Satellite in any orbit other than
geostationary(E.G., a highly inclined geosynchronous orbit) directed or
stipulated by the Purchaser infringes the intellectual property rights of any
third party.

21.6 In no event shall the Contractor's total liability for patent
infringement as specified in this Article 21 (including the occurrence of
injunction per Sub-Article 21.2) exceed 160% of the price of the affected
Satellite(s).

Article 22.

INDEMNITY - PERSONAL INJURY/PROPERTY DAMAGE

22.1 Contractor Indemnification of the Purchaser. The Contractor shall
indemnify and hold harmless the Purchaser, its officers, directors, employees,
consultants, representatives and agents from any loss, damage (not including any
lost profits or consequential damages), claims, liability, and causes of action
for injury or death of any third party, or for damage to, or destruction of,
third party property (excluding any Satellite provided under this Contract
following the Launch of such Satellite) arising out of negligent acts or
omissions by the Contractor, its officers, directors, employees, consultants,
representatives, agents or subcontractors in connection with, or relating to,
the manufacture, testing, and delivery of a Satellite occurring at or before the
Launch or, if delivered to Ground Storage, delivery to Ground Storage, of the
last Satellite ordered under this Contract, except to the extent such loss,
damage, claims, liabilities or causes of action arise from the fault or
negligence on the part of the Purchaser, its officers, directors, employees,
consultants, representatives, agents or subcontractors. The Contractor's
responsibility with respect to items delivered hereunder shall be solely
governed by the provisions of Article 25, WARRANTY.

22.2 Purchaser Indemnification of Contractor. The Purchaser shall
indemnify and hold harmless the Contractor, its officers, directors, employees,
consultants, representatives and agents from any loss, damage (not including any
lost profits or consequential damages), claims, liability, and causes of action
for injury or death of any third party, or for damage to or destruction of third
party property arising out of negligent acts or omissions by the Purchaser, its
officers, directors, employees,

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consultants, representatives, agents, or subcontractors occurring at or before
the Launch (or, if delivered to Ground Storage, delivery to Ground Storage) of
the last Satellite ordered under this Contract, except to the extent such loss,
damage, claims, liabilities or causes of action, arises from the fault or
negligence on the part of the Contractor, its officers, directors, employees,
consultants, representatives, agents, or subcontractors.

22.3 Property Damage Insurance. The Contractor certifies it has all-
risk property insurance and will maintain such policy through completion of this
Contract. The Contractor will use best efforts to include the Purchaser as a
named beneficiary, at no additional cost to Contractor, under any indemnities or
insurance provided by a Launch Agency against claims by third parties for bodily
or property damage resulting from a Launch.

Article 23.

RESERVED

Article 24.

DEFAULT

24.1 Failure to Perform by the Contractor. Subject to the expiration of
the Late Delivery Penalty Periods provided in Article 3.4, if the Contractor (1)
fails to deliver the deliverable items or perform the work under the Contract
within the time specified herein, or any approved extension thereof, or (2)
fails to prosecute the work so as to endanger performance of this Contract, or
(3) fails to perform any of the other material provisions of this Contract, and
in each case does not cure such failure within 30 days (or such longer period as
authorized by the Purchaser) after receipt from the Purchaser of written notice
of such failure, then the Purchaser, at its option, may terminate this Contract
in whole or in part by written notice of default. Upon termination for default,
the Contractor shall be reimbursed for the terminated work as follows: (1) at
price for delivered items for which a line item price exists and (2) at cost
incurred for (a) completed items-not delivered, for which no line item price
exists, (b) partially completed items/services, or work-in-process, and (c)
completed items delivered, for which no line item price exists. If this Contract
is terminated by the Purchaser as a result of a default, then the Contractor
shall promptly refund to the Purchaser all amounts paid by the Purchaser on
account of unfurnished Launch Services which are required to be arranged by the
Contractor under this Contract,

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subject to the rights of the banks under the Bank of America Credit Agreement to
the extent such refund constitutes the Bank's collateral.

24.2 Payment for Completed and Incomplete Items. To the extent that
this Contract is terminated under Sub-Article 24.1, the Purchaser may require
that all partially completed items be delivered by the Contractor, excluding
unfurnished Launch Services, and that the Contractor pay to the Purchaser all
costs reasonably incurred by the Purchaser in having the work prosecuted to
completion, by contract or otherwise, by a responsible contractor in a
reasonable time period following termination for default; provided that
Contractor's liability for such additional costs shall not exceed 60% of the
applicable Satellite price.

24.3 LIMITATION OF CONTRACTOR'S LIABILITY. IF THE CONTRACTOR FAILS TO
MEET ITS OBLIGATIONS TO PERFORM THE WORK UNDER THIS CONTRACT THE REMEDIES SET
FORTH IN THIS Article AND IN Article 25 - WARRANTY (only for those items
completed and delivered to the Purchaser under this Contract), AND IN
Sub-Article 3.4 - LATE DELIVERY PENALTIES, IF INCURRED, SHALL BE THE SOLE
COMPENSATION TO WHICH THE PURCHASER IS ENTITLED AND ARE IN LIEU OF ANY PENALTY,
AND THE CONTRACTOR SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR FOR LOST REVENUES OR PROFITS.

24.4 Contractor Termination.

24.4.1 The Contractor may terminate this Contract for the
Purchaser's failure to comply with any material provision of this Contract;
provided, that the right of the Contractor to terminate this Contract upon
breach by the Purchaser of any of its covenants and agreements set forth in
Sub-Articles 5.1.2 through 5.1.4 hereof shall be governed by Sub-Article 24.4.2
below. Such termination, under this Sub-Article 24.4.1, will become effective
should the Purchaser fail to correct such nonperformance within thirty (30) days
of receipt of notice in writing from the Contractor.

24.4.2 (i) The Contractor may immediately terminate this
Contract upon the occurrence of an "Event of Default" (as such term is defined
in the Bank of America Credit Agreement) under the Bank of America Credit
Agreement. Any such termination under this Article 24.4.2 shall become effective
upon delivery to the Purchaser of notice of such termination in writing from the
Contractor.

(ii) The Contractor may immediately terminate this
Contract upon a breach by the Purchaser of any of its covenants and agreements

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contained in Sub-Article 5.1.4, such termination to become effective upon
delivery to the Purchaser of notice of such termination in writing from the
Contractor.

(iii) The Contractor may terminate this Contract upon
a breach by the Purchaser of any of its covenants and agreements contained in
Sub-Article 5.1.3. Such termination shall only become effective should the
Purchaser fail to correct such non-performance within thirty (30) days of
receipt of notice of such termination in writing from the Contractor.

(iv) So long as the Support Agreement (as such term is
defined in the Bank of America Credit Agreement) is in full force and effect
(including at all times from and after the purchase, if any, of the Term Loans
(as such term is defined in the Support Agreement), and Loral is not in default
of its obligations under Section 2 of the Support Agreement, the Contractor may
immediately terminate this Contract upon a breach by the Purchaser of any of its
covenants and agreements contained in Sub-Article 5.1.2, such termination to
become effective upon delivery to the Purchaser of notice of such termination in
writing from the Contractor. At all other times the Contractor may terminate
this Contract upon a breach by the Purchaser of any of its covenants and
agreements contained in Sub-Article 5.1.2, but such termination shall only
become effective should the Purchaser fail to correct such non-performance
within thirty (30) days of receipt of notice of such termination in writing from
the Contractor.

24.4.3 In the event of termination of this Contract by the
Contractor under this Sub-Article 24.4, the Contractor shall be paid the
following:

a. Actual costs incurred by the Contractor for items
completed prior to the termination and accepted before or after
termination but not previously invoiced and paid for by the Purchaser
for which a line item price exists,

b. Actual costs incurred by the Contractor in
performance of work on terminated items not accepted under subparagraph
(a) above,

c. Actual costs incurred by the Contractor in
completing the termination process,

d. Actual costs incurred in settling claims of
subcontractors and other suppliers and vendors in connection with the
termination (the Contractor agrees to use its best efforts to settle
with any such subcontractors, suppliers and vendors at the lowest
possible cost), and

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e. All damages that the Contractor is entitled to
under the uniform commercial code of the State of New York.

The Contractor's termination claim under Sub-Article 24.4 (a) through
(d) shall be forwarded to the Purchaser within ninety (90) days of the
Contractor's notice of termination to the Purchaser. The Purchaser may require
at its expense that the Contractor's claim for the above costs be verified by an
independent party. Such verification would exclude Contractor's Proprietary
Data.

24.5 Residual Inventory and Unfurnished Launch Services. Following the
submission of the Contractor's termination claim to the Purchaser, the
Contractor shall dispose of the residual inventory and unfurnished Launch
Services using its best efforts to purchase or sell any parts, components,
boxes, Launch Service(s) or subsystems originally bought or manufactured for
this Contract on the best terms possible in the circumstances, subject to the
rights of any other person in and to this Contract (including, but not limited
to, the rights of any party holding a lien on or security interest in this
Contract as collateral for obligations owed to such person by any party hereto).
In the event the amount of the Contractor's termination claim exceeds the
amounts paid to the Contractor to the date of termination, the Contractor shall
apply the amounts received from the disposal of the Contract inventory or
reassigned Launch Service(s), less reasonable selling or reassignment expenses,
to the termination claim. In the event that payments to the Contractor by the
Purchaser to the date of termination, plus the amount received from the disposal
of such inventory, is in excess of the Contractor's termination claim, then the
amount of that excess shall be retained by the Contractor as an offset against
lost profits or other damages due to the Contractor under Sub-Article 24.4.1
(e). At the conclusion of the Contractor's claim for lost profits and damages
allowed under Sub-Article 24.4.1 (e), any excess shall be promptly refunded to
the Purchaser. In the event that the amount paid to the Contractor to the date
of termination, plus the amount received by the Contractor from the liquidation
of such inventory and unfurnished Launch Services, if any, is insufficient to
cover the amount of the Contractor's termination claim, then the Contractor
shall have the right to proceed against the Purchaser for the amount of such
excess.

24.6 LIMITATION OF THE PURCHASER'S LIABILITY. THE RIGHTS AND REMEDIES
SET FORTH IN THIS Article SHALL BE THE SOLE REMEDIES TO WHICH THE CONTRACTOR IS
ENTITLED IF THE PURCHASER FAILS TO MEET OR PERFORM ITS OBLIGATIONS UNDER THIS
CONTRACT. THE PURCHASER SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES.

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Article 25.

WARRANTY

The Contractor warrants that (i) for FM-1, FM-2 and FM-3, from Interim
Acceptance pursuant to Article 8.2 up to Launch or (ii) for FM-4 for a period
extending two (2) years starting from Interim Acceptance pursuant to Article
8.2, each Satellite is in accordance with the applicable specification and other
requirements of this Contract, and is free from defects in materials and
workmanship. This warranty is subject to the following provisions with respect
to such Satellite(s).

25.1 Unlaunched Satellite(s). During the warranty period, either party
may give notice to the other of a defect. The Contractor's sole responsibility
under this warranty shall be either to repair or replace any component which is
discovered during the warranty period to be defective in material or
workmanship, and to retest the repaired or replaced component as is determined
appropriate action by the Parties, in order to place the Satellite in a suitable
condition for Launch. This warranty shall continue for the duration of the
applicable warranty period as stated in this Article 25.

The remedy under this Sub-Article 25.1 shall not apply if adjustment,
repair or parts replacement is required because of accident, unusual physical or
electrical stress, negligence, misuse, failure of environmental control
prescribed in operations and maintenance manuals, repair or alterations by the
Purchaser, its officers, directors, employees, consultants, representatives,
agents or subcontractors, or causes other than ordinary use. If the defect is
not covered by this warranty, the Purchaser shall pay the Contractor the cost of
repairs or replacement, the transportation charges and a reasonable profit. Such
repair cost shall be invoiced to the Purchaser pursuant to the provisions of
Article 5. The remedy stated in this Sub-Article 25.1 is the Purchaser's
exclusive remedy for the Contractor's nonconformance with the warranties set
forth in this Article.

25.2 Transportation Charges. Transportation charges for the repaired or
replaced item shall be at the Contractor's expense only if the Contractor is
found responsible under the terms of this warranty. The Purchaser shall notify
the Contractor in writing of any such defect, relevant information with respect
thereto, and of the intended return of the item sufficiently in advance of the
intended shipment date to arrange shipment should the Contractor so desire.

25.3 Launched Satellite. This warranty shall not apply to a Satellite
after its Launch.

25.4 Limit of Liability. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
CONTRACT TO THE CONTRARY, THIS WARRANTY IS

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IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING FROM LAW, CUSTOM OR
CONDUCT, AND THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU
OF ANY OTHER RIGHTS OR REMEDIES RELATED TO THE DESIGN, MANUFACTURE, MATERIALS,
WORKMANSHIP, OR CONFORMANCE TO SPECIFICATION REQUIREMENTS OF THE SATELLITE(S)
AND ASSOCIATED ITEMS AS ARE SET FORTH IN EXHIBITS A THROUGH E HERETO, (EXCEPT
FOR RIGHTS AND REMEDIES ARISING UNDER Article 8, "INSPECTION AND ACCEPTANCE",
Article 12, "IN-ORBIT CHECK-OUT" AND Article 24, "DEFAULT"). IN NO EVENT SHALL
THE CONTRACTOR BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUES OR PROFITS.

Article 26.

DISPUTES AND ARBITRATION

Any disputes which may arise between the Parties with respect to
performance of obligations or interpretation of this Contract, which cannot be
settled by negotiation between the Parties themselves, shall upon application of
either of the Parties be submitted for settlement by arbitration by the American
Arbitration Association in New York, New York, in accordance with the rules of
commercial arbitration of the American Arbitration Association using three
arbitrators, whose decision and award shall be final and binding on the Parties
and be enforceable by any Court of competent jurisdiction. In resolving any
dispute, the arbitrators shall apply the laws of the State of New York with
respect to all matters, including the interpretation of the terms and conditions
of this Contract. Of the three arbitrators in the case, one shall be appointed
by the Purchaser, one shall be appointed by the Contractor and the third shall
be appointed by the agreement of both Parties. In the event that the Parties
cannot agree on the third arbitrator, then the third arbitrator shall be
appointed by the President of the American Arbitration Association. Each Party
shall bear the costs of preparing and presenting its own case, unless the
arbitrators' award shall provide otherwise.

A party may, pending resolution of a dispute in an arbitration
proceeding brought under this Article 26, nevertheless seek specific performance
in any court having jurisdiction therefor, of the obligations, undertakings,
agreements and covenants of the other party pursuant to this Contract.

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Article 27.

CHANGES

27.1 Changes in Scope of Work. Purchaser-desired changes to the Scope
of Work may be implemented provided the Parties agree in advance upon a mutually
satisfactory Contract adjustment regarding Price, schedule, and other provisions
of this Contract affected by such changes. Any such change shall become
effective only upon the execution by the Parties of an amendment to this
Contract incorporating such changes and the resulting adjustment. The Contractor
shall have no obligation to proceed with the Purchaser-desired changes prior to
the execution of such an amendment or receipt of a funded Authorization to
Proceed (ATP) wherein the Purchaser assumes the cost of the Contractor's
performance on the desired change.

Article 28.

MISCELLANEOUS PROVISIONS

28.1 Applicable Law. This Contract shall be construed and interpreted
and the rights of the Parties shall be determined, in all respects, according to
the laws of the State of New York (USA), without regard to any principles of
conflicts of law that would result in a choice of law other than New York.

28.2 Amendments and Supplements. This Contract may be amended or
supplemented by additional written Agreements, Articles or Certificates, as may
be determined by the Parties from time to time to be necessary, appropriate or
desirable to further the purpose hereof, to clarify the intention of the
Parties, or to add to or modify the covenants, terms or conditions hereof or
thereof.

28.3 Headings. The headings in this Contract are for convenience only
and shall not be considered a part of, or affect, the construction or
interpretation of any provisions of this Contract.

28.4 Counterparts. This Contract may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same document.

28.5 Severability. In the event any one or more of the provisions of
this Contract shall, for any reason, be held to be invalid or unenforceable, the
remaining provisions of this Contract shall be unimpaired, and the invalid or
unenforceable provisions shall be replaced, if possible, by a mutually
acceptable

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provision which, being valid and enforceable, comes nearest to the intention of
the Parties.

28.6 LIMITATION OF LIABILITY. THE CONTRACTOR SHALL NOT BE LIABLE
DIRECTLY OR INDIRECTLY TO THE PURCHASER, TO THE PURCHASER'S OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR CUSTOMERS, OR TO PERMITTED ASSIGNEES OR SUCCESSOR OWNERS OF
THE SATELLITE(S) FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF BUSINESS,
OR INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM
THE PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT OR ANY ACTS OR OMISSIONS
ASSOCIATED THEREWITH OR RELATED TO THE USE OF ANY ITEMS OR SERVICES FURNISHED
HEREUNDER, WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES OR ANY OTHER LEGAL THEORY.
IN NO EVENT SHALL THE CONTRACTOR'S TOTAL LIABILITY UNDER OR IN CONNECTION WITH
THIS CONTRACT EXCEED THE CONTRACT PRICE.

28.7 Alenia. The Contractor has teamed with Alenia Spazio in the
execution of this program. The Parties agree that the previous sentence does not
create a contractual liability or relationship between the Purchaser and Alenia
Spazio under this Contract.

28.8 No Third Party Beneficiaries. Nothing contained in this Contract,
express or implied, is intended to or shall confer upon anyone other the parties
hereto (and their permitted successors and assigns) any right, benefit or remedy
of any nature whatsoever under or by reason of this Contract.

Article 29.

RESERVED

Article 30.

INTER-PARTY WAIVER OF LIABILITY

Notwithstanding any indemnification provisions set forth in this
Contract, the Purchaser agrees, on behalf of itself and its officers, directors,

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employees, consultants, representatives, agents, subcontractors, insurers, and
customers, to sign and agree to the no-fault, no-subrogation, inter-party waiver
of liability provisions set forth in any Launch Services Agreement prior to
entering on the Launch Site.

Article 31.

AUTHORITY OF THE PURCHASER'S REPRESENTATIVE

No request, notice, authorization, direction or order received by the
Contractor and issued either pursuant to an Article of this Contract, to a
provision of any document incorporated in this Contract by reference, or
otherwise, shall be binding upon either the Contractor or the Purchaser, unless
issued or confirmed in writing by the Chief Executive Officer of the Purchaser
or by his authorized representative. Designations of authorized representatives
(1) shall be in writing, signed by the Chief Executive Officer of the Purchaser,
and (2) shall define the scope and limitations of the authorized
representatives' authorities. A copy of each such designation and of each
modification or cancellation thereof, shall be furnished to the Contractor. The
Contractor shall immediately notify, in writing, the Chief Executive Officer of
the Purchaser or his authorized representative whenever a request, notice,
authorization, direction, or order has been received from a representative of
the Purchaser other than the Chief Executive Officer of the Purchaser or his
authorized representative, which, but for the lack of authorization on the part
of the issuing Purchaser's representative, would effect a change within the
meaning of Article 27 - CHANGES, or an increase in the Price or amounts allotted
to this Contract, or which but for such lack of authorization, would otherwise
be the basis for the modification of the Contract Statement of Work, delivery or
performance schedule, Price, or any other terms and conditions of this Contract.

Article 32.

PUBLIC RELEASE OF INFORMATION

32.1 Within a reasonable time prior to the issuance of news releases,
articles, brochures, advertisements, prepared speeches, and other information
releases concerning the work performed hereunder by the Contractor, a
subcontractor or any employee or a consultant of either, the Contractor shall
obtain the written approval of the Purchaser concerning the content and timing
of such releases. Approval will not be unreasonably delayed or denied.

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32.2 The Purchaser may issue news releases, articles, brochures,
advertisements, prepared speeches, or other information concerning the CD Radio
DARS System or the products and services to be provided under this Contract
without the express consent of the Contractor; provided that to the extent such
information relates to (i) any financing of the Purchaser which is being
arranged with the assistance of credit support from the Contractor or its
Affiliates or (ii) the Contractor in any other capacity besides manufacturer,
then such information shall only be released for use with the prior written
approval of the Contractor.

Article 33.

FUNCTIONS NOT THE RESPONSIBILITY OF THE CONTRACTOR

33.1 Radio Frequencies. The Contractor is not responsible for radio
frequencies coordination, or the preparation of filings with the Federal
Communications Commission or the International Telecommunications Union/Radio
Communication Bureau registration. The Contractor shall provide technical
support, when needed, to assist the Purchaser in making the above filings.

33.2 General. The Contractor shall not be responsible for any
undertakings not expressly and specifically set forth in this Contract as being
the assigned responsibility of the Contractor.

Article 34.

RESERVED

Article 35.

SATELLITE GROUND STORAGE OPTION

35.1 Notification. The Purchaser may, at its option to be exercised no
later than September 1, 1999 (for FM-1, FM-2 or FM-3) order the Contractor to
store a Satellite for a period of up to two (2) years after Interim Acceptance
of the Satellite. In the case of FM-4, the Purchaser may, also at its option to
be exercised no later than three (3) months prior to Satellite Pre-Shipment
Review as defined in Exhibit A, order the Contractor to provide Ground Storage
for the Satellite up to two (2) years after Final Acceptance of such Satellite.

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35.2 Storage Location. Such Ground Storage shall be performed at a
Contractor controlled facility and shall be conducted in accordance with the
Satellite Storage Plan described in Section 8 of Exhibit D, Program Test Plan.

35.3 Storage and Verification Testing Prices. The storage price for a
Satellite at the Contractor's Ground Storage facility is $30,000 per month of
storage. Upon removal of a Satellite from Ground Storage, verification testing
shall be conducted. The price of such verification tests shall be $122,000, if
the Satellite storage was for six (6) months or less, or, $1,075,000, if the
Satellite storage was greater than six (6) months through twenty-four (24)
months after exercise of this option.

For a Satellite stored for two (2) years, the Purchaser shall notify
the Contractor of its desire to have such Satellite refurbished or to continue
Ground Storage of a Satellite for up to an additional twelve (12) months beyond
the period specified in Article 35.1. Within ninety (90) days after the
Contractor's receipt of the Purchaser's notice electing refurbishment or
continued Ground Storage, the Contractor shall provide the Purchaser with (i) a
plan for refurbishment and retesting to recertify the Satellite as Launchworthy
or (ii) a plan for continued Ground Storage, in either case together with
proposed adjustments to applicable provisions.

35.4 Payments. Any monthly storage charge referred to in Sub-Article
35.3 shall be paid commencing thirty (30) days from the date the Satellite is
stored and continuing each month until the Purchaser directs the Contractor to
remove the Satellite from storage, conduct the verification tests and ship the
Satellite to the Launch Site. Payment for the verification testing shall be made
30 days after the Contractor issues an invoice for such testing. Payments shall
be made by wire transfer as set forth in Article 5 - PAYMENTS.

35.5 Title and Risk of Loss. Title and risk of Loss to a Satellite
delivered for Ground Storage shall remain with the Contractor at the Storage
Site and notwithstanding the provisions of Article 9 - CIP POINT, TITLE, AND
RISK OF LOSS and/or Article 25, WARRANTY, the Contractor shall assume full
responsibility for any loss or damage to the Satellite during storage and
transportation to the Launch Site and while the Satellite is at the Launch Site
up to the time of Launch. If the Contractor's insurance rates covering the
Satellite during transportation to the Launch Site and at the Launch Site are
increased, through no fault of the Contractor, above the rates that prevailed at
the time of Purchaser's exercise of this Ground Storage option, the additional
cost shall be an amount that is due and payable to the Contractor from the
Purchaser. It shall be incumbent upon the Contractor to minimize the additional
cost for insurance, if any, that the Purchaser is obligated to pay under the
terms of this Sub-Article. In the event of a decrease in the price of such
insurance, the Contractor shall refund to the Purchaser the amount of the
decrease.

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35.6 Launch Services for a Stored Satellite. In the event that the
Purchaser exercises the option to store a Spacecraft, and subsequent to a period
of storage directs the Contractor to prepare the Spacecraft for Launch, then the
Contract shall be equitably adjusted to cover the increase in the cost of
providing Launch Services and mission operations support, if any, and any
additional costs associated with extended mission support costs, if this option
is exercised, and if such additional costs are incurred.

35.7 Escalation. The Prices quoted in this Article for the storage of a
Satellite shall be escalated in accordance with the formula in Article 5, from
the Effective Date of Contract to the option exercise date.

35.8 Storage at the Contractor's Site. In the event that the Purchaser
directs the Contractor to deliver one or more Satellites for Ground Storage in
accordance with this Article 35, then the Purchaser shall pay the Contractor
interest on the scheduled payment amounts that would have been paid based on the
scheduled payment date or the then projected Milestone completion date,
whichever is later, had the Purchaser not directed Ground Storage at the rate of
LIBOR + 2% for the period of storage, for the period of shipment of the
Satellite to the Launch Site for a rescheduled Launch and for the period of up
to the Launch of the Satellite. Such interest shall be paid on a monthly basis
in accordance with the requirements of Article 5 - PAYMENTS.

35.9 Delivery of the Satellite to a Location Named by the Purchaser. In
the event that the Purchaser directs the Contractor to deliver a Satellite to a
location other than one controlled and operated by the Contractor, then the
Purchaser shall pay to the Contractor the In-Orbit Check Out Amount applicable
to such Satellite or, for FM-4, any amount that otherwise would have been due at
delivery. The Contractor shall then have no further obligation to the Purchaser
with regard to this payment and title and risk of loss to the Spacecraft shall
pass to the Purchaser at the time of such delivery.

35.10 Other Costs. If the Contractor is required to pay any other costs
(E.G., taxes, duties, transportation) for a Satellite directed to be stored in
Ground Storage pursuant to this Article 35, which would not have been incurred
had the Satellite been delivered as otherwise contemplated by this Contract, the
Purchaser shall reimburse the Contractor for such taxes within thirty (30) days
after receipt of invoice and appropriate documentation.

35.11 Maximum Storage Period. In no event shall a Satellite procured
hereunder remain in storage at a location owned and operated by the Contractor
for a period in excess of two (2) years from the date of Interim Acceptance of
such Satellite by the Purchaser. At the conclusion of the storage period
provided for hereunder, the

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Purchaser shall direct the Contractor to deliver the Satellite to a location
designated by the Purchaser. At the time the Contractor receives direction as to
the delivery of such Satellite from storage, the Purchaser shall pay the
Contractor the In-Orbit Check Out Amount for the applicable Satellite(s) or, for
FM-4, any amount that otherwise would have been due at delivery.

Article 36.

NOTICES

Any notices or correspondence required or desired to be given or made
hereunder shall be in writing and shall be effective when delivered to an
authorized recipient party at the address indicated below:

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

with Copy to: Brian Saleh, Executive Director

M/S: G-44
Phone: (650) 852-4502
FAX: (650) 852-6686

Either party may change the above notice addresses by giving written notice to
the other party of said change.

Article 37.

ASSIGNMENT

37.1 This Contract may not be assigned other than to an Affiliate,
either in whole or in part, by either party without the express written approval
of the other party (which approval shall not be unreasonably withheld or
delayed); provided however, this clause does not restrict the Contractor from
utilizing subsidiaries or other divisions of its company to manufacture
subsystems or components of the Satellite(s) or other hardware; and provided
that either party may assign security interests in its rights hereunder to its
lenders which provide financing for the performance by such party under this
Contract. It is expressly understood that Article 7 of this Contract shall
separately be pledged by Purchaser to secure its obligations under the Bank of
America Credit Agreement, and Contractor agrees that Article 7, and the rights
of the Purchaser under this Contract in connection therewith, may be so pledged.
Contractor agrees that, in the event of a foreclosure of the security interests
securing the obligations of Purchaser under the Bank of America Credit
Agreement, Contractor shall provide the services set forth in Article 7 to the
holder of security interests or its assignee with respect to other satellites.

37.2 Notwithstanding the above, in the event either party is sold to or
merged into another company, its responsibilities under this Contract shall not
be altered, and the successor shall remain liable for performance of this
Contract.

Article 38.

RESERVED

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Article 39.

RESERVED

Article 40.

RESERVED

Article 41.

SUPPORT FOR INVESTIGATION OF SATELLITE ANOMALIES

In the event that a Launched Satellite experiences anomalies during its
operational life, the Contractor will provide reasonable support by qualified
personnel to investigate said anomalies from Palo Alto, CA. The Contractor shall
use its best efforts to identify the cause of the anomaly, to propose procedures
to correct such anomaly, if feasible, and to provide operational procedures to
avoid such an anomaly from occurring again. The above effort shall be provided
on the verbal request of the Purchaser which shall be confirmed in writing
within 24 hours of the time of the verbal request.

Article 42.

INSURANCE

42.1 The Purchaser agrees to obtain any insurer's written agreement to
waive all rights of subrogation against the Contractor and against the
Contractor's subcontractors and suppliers at any tier. The Purchaser agrees to
indemnify and hold the Contractor harmless from and against all costs, expenses
or losses of the Contractor directly or indirectly resulting from any
subrogation action brought by the Satellite insurers.

42.2 The Contractor agrees to provide the Purchaser with quotes to
obtain insurance for FM-1, FM-2, and FM-3 applicable from Launch and orbit
raising through placement of the Satellites in their orbit locations and, at the
request of the Purchaser, to purchase such insurance at the quoted price. In the
event the Contractor fails to secure for the Purchaser full reimbursement of the
amounts paid to Arianespace by the Purchaser in accordance with Article 7, then
the Contractor shall provide the Purchaser with quotes to obtain insurance for
the Satellites applicable from Launch and orbit raising through placement of the
Satellites in their orbit locations and, if requested

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by the Purchaser, purchase such insurance at a price equal to the cost
(inclusive of brokerage costs, if any) of such insurance to the Contractor
without commission or mark-up by the Contractor or the payment of any additional
fees or expenses by the Purchaser.

Article 43.

MISSION OPERATIONS SUPPORT

The Mission Operations Support Services to be provided by the
Contractor under this Contract is as provided for in Exhibit A, Statement of
Work. The Contractor shall not be liable to the Purchaser or any third party for
loss of, or damage to the Satellite(s) resulting from any Contractor acts in
furnishing services to the Purchaser (including any act or failure to act
alleged to be negligent in any degree). The Purchaser agrees to indemnify and
hold the Contractor harmless from and against all costs, expenses and losses
resulting from any claim or litigation directly or indirectly premised on loss
of or damage to any Satellite after Launch.

Article 44.

DARS LICENSE

It is agreed between the Parties that if the Purchaser (or its
successor) cannot enter the DARS business due to actions of the U.S. Government
which deny the Purchaser the license to enter into the DARS business and such
denial is due to circumstances beyond the Purchaser's control, this Contract
shall terminate upon receipt of written notification by the Purchaser to the
Contractor of such condition accompanied by appropriate documentation from the
regulatory agency.

In the event of termination under this Article, the Purchaser shall pay
the Contractor within thirty (30) days of invoice (1)_the Contractor's incurred
costs for all work performed prior to termination, (2)_the termination related
costs including those resulting from termination of subcontractor or vendor
contracts, plus (3)_a reasonable profit on the costs of (1) and (2) above less
any payments made by the Purchaser on this Contract prior to termination.

Upon termination of this Contract under the terms of this Article, the
rights, obligations and liabilities of the Parties with respect to this entire
Contract shall thereupon terminate (unless the Parties have expressly agreed
otherwise, and except for articles that by their nature are intended to be
applicable following such termination

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under this Article), and the Contractor shall not be obligated to deliver any
additional items under this Contract.

This Article shall become null and void once the DARS license issued to
the Purchaser (or to any successor entity) is no longer subject to
reconsideration by the U.S. Government.

Article 45.

STANDARD OF CONDUCT

Both Parties agree that all their actions in carrying out the
provisions of this Contract shall be in compliance with applicable laws and
regulations, and neither party will pay or accept bribes, kickbacks, or other
illegal payments, or engage in unlawful conduct.

Article 46.

ORDER OF PRECEDENCE

In the event of conflict between this Contract, its Exhibits and the
Annexes thereto, the following order of decreasing precedence shall follow:

1. Contract (excluding Exhibits)

2. Exhibit A

3. Exhibit B

4. Exhibit C

5. Exhibit D

6. Exhibit E

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IN WITNESS THEREOF, the Parties have executed this Contract as of the
date set forth below:

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

NOTES: * Deferred Payments: A total of Fifty Million Dollars
(U.S.$50,000,000) will be deferred, as indicated above, from
Payment Numbers 6B, 8B, 10A, 12B, 13C, and 16 and will be
deferred to Payment Numbers 24, 25A, 25B, 26, 27A, and 27B
accordance with Article 5.5 "Deferral of Payments"

** Payment may be made on 11 July 1998 with no interest due.

***Payment 24,25A,25B,26,27A, and 27B do not include the portion
of deferred interest due on each payment. The total payment for
each of 24,25A,25B,26,27A and 27B is detailed in Attachment D.

A-3

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

ATTACHMENT C

PROTECTION OF PROPRIETARY DATA

WHEREAS, Purchaser and Contractor desire to exchange selected company
proprietary, competition sensitive or trade secret information (hereinafter
referred to as "proprietary information") for the purpose of performance of the
contract between the parties concerning the CD Radio Inc. digital audio radio
program; and WHEREAS, Purchaser and Contractor each is willing to disclose
certain proprietary information to the other on a confidential basis, and each
party is willing to protect and safeguard the other's proprietary information as
provided herein;

NOW THEREFORE, the parties to this agreement do hereby agree as
follows:

A. In order for proprietary information to be protected in accordance
with this Agreement, it must be (1) in writing, (2) clearly identified as
proprietary information by each page thereof being marked with the legend
"Proprietary Information" or other similar legend, and (3) delivered to an
individual designated as provided in paragraph D. below. Proprietary information
which is orally disclosed may only be protected under this agreement if it is
identified as proprietary at the time of disclosure and is subsequently
confirmed in writing by specific identification in the manner set forth in the
preceding sentence no later than two weeks from the time of first oral
disclosure.

B. Neither party shall identify as proprietary information any
information which is not in good faith believed by that party to be privileged,
a trade secret, or otherwise entitled to such marking.

C. The receiving party shall take reasonable precautions to prevent
disclosure to third parties of proprietary information meeting the above
requirements. A receiving party will be considered to have taken reasonable
precautions to prevent disclosure of proprietary information to a third party if
the receiving party utilizes the same controls it employs to avoid disclosure,
publication or dissemination of its own proprietary information of a like
nature.

D. The following employees, or other individuals to be identified
subsequently in writing, are the only individuals authorized to receive
proprietary information exchanged between the parties pursuant to this
Agreement:

C-1

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restriction on the title page of this Contract.

(1) On behalf of Purchaser:

Name: CD Radio Inc.

Address: 1001 22nd Street, N.W.

Suite 600

Washington, D.C. 20037

Phone: (202) 296-6192

David Margolese, Robert Briskman, Richard Cooperman,

David Batchelder, Stephen Low, Lawrence Gilberti, Paul

Sharma, Andrew Greenbaum, Patrick Donnelly

(2) On behalf of Contractor:

Name: Space Systems/LORAL

Address: 3825 Fabian Way

Palo Alto, California 94303

Phone: (650) 852-5403

Brian Saleh, John Dietzel, Bob Prevaux, Karen Carissimi,

Julie Bannerman, Pat DeWitt

E. The obligation with respect to handling and using proprietary
information as set forth in this Agreement is not applicable to the following:

1) Information that is or becomes available to third parties
or the general public without restriction and without
breach of this Agreement by the receiving party.

2) Information that is or becomes known to either party
independently of the disclosing party.

3) Information that is independently developed by the
receiving party.

4) Information that is or has been furnished by the disclosing
party to the Government with "unlimited" rights.

5) Information that is or becomes part of the public domain
without breach of this Agreement by the receiving party.

6) Information that is or becomes available to either party by
inspection or analysis of products offered for sale.

7) Information that is received by the receiving Party from a
source other than the disclosing party without breach of
this Agreement.

C-2

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

F. The receiving party shall not use proprietary information of the
other party for any purpose other than the purpose set forth hereinabove,
without prior written approval of the disclosing party.

G. The obligations of the parties under this Agreement shall terminate
three years from the date of completion of the effort to be performed under this
Agreement.

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

ATTACHMENT D

SPACE SYSTEMS/LORAL, INC./CD RADIO INC.

DEFERRED FINANCING TERM SHEET

This term sheet outlines the principal terms and conditions of the
deferral of certain amounts due under the Amended and Restated Contract for Sale
of DARS System (TP93002-01) (the "Contract") between SS/L and CD Radio Inc. (the
"Company").

Deferral Amount: The installments set forth on Schedule A hereto,
aggregating $50,000,000, may be deferred, subject to
acceleration upon the occurrence of an event of
default.
Principal Amortization: The principal amount of each deferral
is payable in six installments, commencing on June
11, 2002 with the final payment on December 11, 2003,
in the amounts and on the dates set forth on Schedule
A hereto. Deferred interest will be added pro rata to
such six installments.
Interest Rate: 10% per annum.
Interest Deferral: All interest shall accrue (and be compounded
quarterly) until December 11, 2002, be added to the
deferred installments of principal and bear interest
at the rate of 10% per annum. Commencing on March 11,
2002, interest on the principal balance (which shall
include all accrued interest) shall be payable
quarterly on March 11, June 11, September 11 and
December 11 of each year in arrears. (see attached).
Optional Prepayments: The Company shall have the right to
prepay, in whole or in part, any deferred payments,
together with accrued interest to the date of such
prepayment, without the payment of any penalty, fee
or additional cost. The Company shall notify SS/L at
least three business days prior to making any such
prepayment and any such prepayment shall be in a
minimum amount of $1,000,000.
Mandatory Prepayments: None

D-1

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restriction on the title page of this Contract.

Representations and
Warranties: To cover the same subject matter and be no more
extensive than those provided to the lenders under
the $115,000,000 Credit Agreement (the "Credit
Agreement") with Bank of America National Trust and
Savings Association, as administrative agent.
Covenants: No more restrictive on the Company than those
contained in the Credit Agreement and shall contain
no financial covenants other than (i) the covenant
contained in clause (i) of the second sentence of Sub
Article 5.1.3 of the Contract (which shall expire on
January 1, 2000) and (ii) the covenant contained in
clause (ii) of such sentence.
Events of Default: Usual and customary, including in the event of a
termination of the Contract and a default under the
Credit Agreement or the Indenture governing the
Company's 15% Senior Secured Discount Notes due 2007.
Upon an event of default, the unpaid principal of and
interest on the deferred amounts shall become
immediately due and payable.
Security: As collateral security for the obligation to repay
the principal of, interest on, and other amounts
(including expenses and indemnities) relating to, the
deferred amounts (collectively, the "Obligations"),
the Company will (subject to the limitations
contained in the next sentence) grant to SS/L a first
priority, perfected security interest in (i) all
hardware now owned or hereafter acquired used in the
Company's terrestrial repeater network (which, upon
completion of the terrestrial repeater network, the
Company will represent will have a value of
approximately $50 million) and (ii) in all of its
rights under the license or lease agreements now
owned or hereafter acquired (which, upon completion
of the terrestrial repeater network, the Company will
represent will have a value of approximately $20
million) relating to the terrestrial network. The
Company will use reasonable efforts to obtain all
third party consents necessary for the creation and
foreclosure of the security interest in such
collateral, but it shall not be required to pay the
licensors or lessors to provide such consents.

D-2

Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

Documentation: The Company's obligations will be evidenced by a
deferral agreement (which will include usual and
customary agency provisions and the right of SS/L to
appoint an administrative agent and collateral agent
under the documents), with notes and security
documents, all in form and substance reasonably
satisfactory to SS/L and the Company which will
contain usual and customary provisions for credit
agreements but not any additional principal terms and
not any terms inconsistent with the provisions of
this Attachment D.
Assignments: The obligations of the Company under the deferral may
be assigned by SS/L to any entity at any time after
an event of default. In addition, SS/L may, with the
prior written consent of the Company (which will not
be unreasonably withheld or delayed), assign such
obligations at any time after the commencement of
commercial operations by the Company to one or more
banks, mutual funds or financial institutions which
extend credit or buy and sell loans in the ordinary
course of their business.
Miscellaneous: The deferral agreement and related security documents
will contain a waiver of trial by jury and be
governed by New York law.

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Use or disclosure of the data contained on this page is subject to the
restriction on the title page of this Contract.

THIS DOCUMENT CONTAINS DATA AND INFORMATION PROPRIETARY TO SPACE SYSTEMS/LORAL.
THIS DATA SHALL NOT BE DISCLOSED, DISSEMINATED, OR REPRODUCED, IN WHOLE OR IN
PART, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF SPACE SYSTEMS/LORAL.

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

SECTION 1 -- SCOPE

This Statement of Work (SOW) defines all goods, services, data, and
documentation to be furnished by Space Systems/Loral (hereinafter the
"Contractor") to CD Radio Inc. (hereinafter the "Purchaser") for the CD Radio
DARS System. The Contractor shall design, develop, manufacture, test, transport
to the launch site in a suitable container prepare the satellite for launch,
provide for launch and Launch Support Services, provide all transfer orbit
operations to geosynchronous orbit, perform in-orbit test (IOT), and deliver on
orbit a completely operational communications satellite system as follows:

1.1 BASIC PROGRAM CONTENT

a. Four complete communications satellites as shown in Annex 1 in
accordance with the Performance Specification (Exhibit B to the
Contract) and Product Assurance Plan (Exhibit C to the Contract), and
tested in accordance with a Program Test Plan (Exhibit D to the
Contract). Four satellites are to be delivered as specified in the
Contract.

b. Procurement of Launch Services for three satellites and management of
the Launch Services contract.

c. Necessary ground support equipment, to permit full checkout and test of
the satellite during qualification and acceptance testing and prelaunch
operations, shall be made available, as required, to support the
program.

d. Provide personnel, facilities, and equipment for Launch Services for
three satellites, including shipping the satellite to the launch site,
satellite preparation at the launch site, support for installation on
the launch vehicle, launch, and launch operations in conjunction with
the selected Launch Vehicle supplier, from lift-off through launch
vehicle separation.

e. Necessary tracking, telemetry, and command (TT&C) ground station
capability to be made available for transfer orbit operation after
separation from launch vehicle, drift orbit operation, station
acquisition and IOT. Contractor-owned or -leased and/or
Purchaser-provided facilities and equipment may be used (the equipment
required for payload check-out is Purchaser-furnished). Purchaser shall
make available his northern and southern hemisphere ground stations as
required from separation through completion of IOT. Any transfer orbit
and IOT unique capabilities, personnel, or equipment shall be the
Contractor's responsibility.

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f. Provide personnel, facilities, communication links, and equipment for
Mission Operations Services from separation from the launch vehicle
through completion of IOT for three satellites.

g. Data and software as specified in Annex 2 herein.

h. Satellite operations training of Purchaser personnel.

i. Short and long-term storage as may be required.

j. Delivery of the fourth satellite to a ground storage facility as
specified in the contract.

k. Provide technical support to investigate on-orbit anomalies for the life
of the satellite per the Contract.

l. Delivery of a Dynamic Spacecraft Simulator including associated
executable software and manuals as specified per the Contract.

1.2 PROGRAM OPTIONS

(Optional). Mission operations equipment training and support (including both
classroom and hands-on) to accomplish an orderly transition to full customer
operation of the satellite within 12 months after launch.

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SECTION 2 -- REQUIREMENTS

The goods, services, data, and documentation to be provided by the Contractor
are defined herein. The Contractor shall submit documentation in accordance with
the requirements of Annex 2 of this SOW. For any document submittal requiring
Purchaser approval, the approval or disapproval of the Purchaser shall be
provided within 30 days after submittal. Approval is automatic after 30 calendar
days if no response is received by the Contractor.

DELIVERABLE DOCUMENTATION
As a minimum, the specifications, drawings, plans, and procedures listed in
Annex 2 of this SOW, and any applicable change notices, shall be delivered for
Purchaser approval or information. The Contractor shall submit all changes,
either (at the Contractor's option) as change insertion sheets together with an
effectivity matrix indicating the latest revision status of each page of the
document, or as a complete reissue of the document. All documentation shall be
produced in accordance with good commercial standards and "Approval" document
delivery shall be as specified in the Contract. "Information" documents shall be
delivered to the Resident Purchaser Representative, or if not in residence, to
the designated representative.

The Contractor shall assist in the preparation of documents required by third
parties, such as Federal Communications Commission (FCC), ITU Radio
Communication Bureau, insurance agencies, and other Governmental or world
regulatory bodies implementation of this program.

APPLICABLE PROGRAM DOCUMENTS
The applicable documents are the Exhibits listed in Article 2.1 of the Contract.

2.1 DELIVERABLE DATA AND DOCUMENTATION TO BE FURNISHED BY CONTRACTOR

2.1.1 PROGRAM MANAGEMENT PLAN
A Program Management Plan shall be delivered to the Purchaser in accordance with
Annex 2.

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This plan will define the approach to be taken in the management of all aspects
of the program including:

a. A narrative description of the satellite and each subsystem adequate to
explain the supporting data.
b. Results of design analyses for system and each subsystem.
c. System Specification, system level ICDs and configuration drawings,
panel layout drawings, subsystem specifications and block diagrams.*
d. All pertinent test data on breadboard and EMs.
e. Results of failure mode, effects, and criticality analysis.
f. Results of a reliability analysis by subsystem and for the complete
satellite.

* Pertinent lower level drawings, specifications and ICDs will be made available
for review at the Contractors facility

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2.1.7.2 THERMAL ANALYSIS
A complete and comprehensive thermal design nodal analysis shall be performed in
which all critical cases shall be analyzed, including transfer orbit, main
satellite thruster firing transients, plume heating analysis, beginning and
end-of-life solstices, and equinox, including eclipse transients.

2.1.7.3 STRUCTURAL ANALYSIS
An analysis of the satellite structure shall be performed in which all major
structural elements are modeled and margin of safety determined.

2.1.7.4 ELECTRICAL POWER SUBSYSTEM ANALYSIS
An analysis of the electric power subsystem shall be performed.

2.1.7.5 FUEL BUDGET ANALYSIS
An analysis of the fuel requirements of the satellite shall be performed to
demonstrate the adequacy of the fuel load provided to meet mission requirements
for each satellite.

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RESTRICTION ON THE TITLE PAGE.

2.1.7.6 RELIABILITY ANALYSIS
Reliability analysis shall be performed including:
a. Development of functional block diagrams of the system configuration and
preparation of computer simulations expressing the configuration into
probabilities of mission success.
b. Parts stress.
c. Worst-case analysis of all electronics units including effects of aging,
radiation, etc.

2.1.7.7 MASS PROPERTIES ANALYSIS
A mass properties analysis shall be performed that shall include a detailed
listing of the mass of each satellite's components, their relative location, and
their contributions to the satellite moment of inertia matrix.

2.1.7.8 DYNAMICS ANALYSIS
A dynamics analysis shall be performed that reflects the dynamic conditions
expected during transfer orbit, acquisition, and operational orbit.

2.1.7.9 CONTROL SUBSYSTEM ANALYSIS
A control subsystem analysis shall be performed that shall include noise
(sensor, torque, electronic), gain, response to external disturbances, control
loop stability, and the size and reproducibility of impulse bits delivered by
the thrusters. The effects of thruster misalignment, plume impingement,
center-of-mass uncertainties, shifts due to propellant slosh and usage, and
possible flexible appendage motions shall be included.

2.1.8 COMPREHENSIVE TEST PLANS AND PROCEDURES

2.1.8.1 COMPONENT, SUBSYSTEM, AND SYSTEM TESTS
Procedures in conformance with the Program Test Plan (Exhibit D to the Contract)
shall be prepared and submitted in accordance with Annex 2 of this SOW for each
subsystem, and for the complete satellite. Test plans for items furnished in
subsection 2.5 shall be furnished by the Purchaser.

2.1.8.1.1 TWTA QUALIFICATION PLAN
A Qualification Plan shall be prepared and submitted for the TWTA. This plan
shall include a description of TWT & EPC qualification, TWT life tests and TWT
cathode tests and a TWTA reliability analysis.

2.1.8.2 PRELAUNCH TESTS AND SUPPORT SERVICES
The Contractor shall submit procedures in conformance with the Program Test Plan
that shall provide for the checkout and test of the satellite before launch to
ensure flight

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worthiness, support for the integration of the satellite with the launch
vehicle, on-pad launch operations, and coordination with the launch agency in
support of the launch of the satellite. Launch vehicle documentation
requirements in accordance with Annex 2 of this SOW will be included as
appropriate.

2.1.8.3 ORBIT INJECTION
Detailed procedures shall be submitted that will provide for post-launch
operations consisting of transfer orbit TT&C functions, main satellite thruster
firing for geosynchronous orbit injection, placement on station in the correct
RAAN, argument of perigee, and attitude, and in-orbit verification of satellite
operation. Approvals by the Purchaser, Contractor, and launch agency (if
required) shall be obtained before the Contractor's implementation.

2.1.8.4 IN-ORBIT TESTS
Detailed procedures in conformance with the Program Test Plan shall be submitted
for determining and verifying satisfactory operation in orbit during the initial
operating period after successful injection into geosynchronous orbit.

An IDR shall be conducted by the Contractor at its facility. It shall cover the
satellite as described in paragraph 2.1.5. The IDR shall include a management
and a technical presentation, followed by open discussions. The IDR shall be
considered complete with the signing of the meeting, minutes and action item
list, with closure dates established.

2.2.3 CRITICAL DESIGN REVIEW
A CDR shall be conducted by the Contractor at its facility. All items listed in
Paragraphs 2.1.6 and 2.1.7 of this SOW, as appropriate, shall be addressed. The
CDR shall be considered complete with the signing of the meeting, minutes and
action item list, with closure dates established.

2.2.4 SATELLITE PRE-SHIPMENT REVIEW
Satellite Pre-Shipment Reviews shall be conducted by the Contractor to ensure
that each satellite conforms to all the requirements of the Performance
Specification (Exhibit B to the Contract), including all hardware test results,
updated failure modes and effects

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2.2.5 SATELLITE LAUNCH READINESS REVIEW
Satellite Launch Readiness Review shall be conducted at the launch site
facilities by the Contractor in the presence of the Purchaser not later than 10
working days before the launch date of each satellite. The review shall cover
the status of all satellite subsystems and mission support facilities through
in-orbit test. The review shall be in two parts: the first, covering electrical
tests, before moving the satellite to the hazardous operation facility, and the
second, after fuel loading, and final close-out, before final integration with
the launch vehicle.

2.2.6 IN-ORBIT TEST REVIEW
In-Orbit Test Summary Review shall be conducted by the Contractor to confirm
that the satellite satisfies the acceptance criteria defined in the IOT plan, by
reviewing the satellite data obtained during the period from launch through IOT.
The summary review shall be conducted in the Contractor's facility within 3 days
after completion of IOT. Minutes will be prepared and agreed to by the end of
the day.

2.3 DELIVERABLE HARDWARE, SOFTWARE, AND SERVICES

2.3.1 SATELLITES
The Contractor shall furnish four satellites in accordance with the requirements
of the Performance Specification (Exhibit B to Contract), The Product Assurance
Plan (Exhibit C) and The Program Test Plan (Exhibit D). Three flight model (FM)
satellites are to be manufactured, tested, shipped to the launch site, launched,
and delivered on-orbit, fully tested and ready to commence in-orbit operations.
The fourth flight model satellite shall be manufactured, tested, and delivered
to ground storage in accordance with the Contract.

2.3.2 GROUND SUPPORT EQUIPMENT AND SERVICE
The Contractor shall make available all necessary ground support equipment and
personnel to permit full checkout and test of the satellite during acceptance
testing, prelaunch operations, and launching operations. Where such equipment is
used to demonstrate compliance of the satellite with Exhibit B to the Contract,
it shall be identified in the test procedures.

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

The Contractor shall make necessary arrangements for a reasonable number of
surveys needed by insurance company representatives at the Contractor's premises
during the performance of the work. The Contractor shall use its best efforts to
permit similar surveys on the premises of its subcontractors.

2.3.4 MISSION OPERATION PLAN
The Contractor shall generate and publish a Mission Operation Plan, including
orbit raising timelines that will be used to guide the activities of the
participants during the period starting with rehearsals before launch through to
satellite acceptance in orbit.

2.3.5 SATELLITE ORBITAL OPERATIONS HANDBOOK (SOOH)
A SOOH shall be provided for use by personnel responsible for the operation of
the satellite. The information contained in this document shall be the basis for
the command programming required to operate, control, and maintain the satellite
in the performance of the defined mission objectives. Starting with the launch
event, the handbook, as a minimum, shall delineate:
a. Programming and control operations required to establish and maintain
the satellite in its operational mode.
b. In-orbit satellite system checkout.
c. Satellite database including telemetry calibration data.
d. Standard Operating Procedures (SOP) (including recommended subsystem
operational management)
e. Contingency Operating Procedures (COP)
f. Operational Constraints

2.3.6 TRAINING (SATELLITE SYSTEM FEATURES/PERFORMANCE)
The Contractor shall conduct a training course for the Purchaser's satellite
operators. This course shall be conducted for experienced personnel at the
Contractor's satellite control facilities and shall be structured to train the
Purchaser and its assigned personnel to operate and maintain the in-orbit
satellites.

The Training Course Program Plan will be provided to the customer for his review
and approval. The course shall include training in satellite system features and
performance, all Dynamic Spacecraft Simulator hardware and software provided by
SS/L, and operational maintenance. The classroom course will prepare experienced
personnel to operate the satellites.

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2.3.7.2 INTERFACE COORDINATION
The contractor shall coordinate all activities with the launch vehicle provider,
and others as necessary, to support the delivery of the satellite to the launch
base, its integration with the launch vehicle, and its placement on-station
ready to commence operation. The required documents and analyses shall be
prepared by the Contractor.

2.3.8 LAUNCH SERVICES AND ORBIT OPERATIONS

2.3.8.1 PRELAUNCH AND LAUNCHING SERVICES
The Contractor shall provide personnel, equipment, and documentation necessary
to execute the tasks delineated below related to the flight satellites. This
will include those services necessary to:

a. Conduct inspection and performance testing of the satellite at the
launch site.
b. Conduct any necessary assembly and checkout, including propulsion
subsystem fueling and pressurization.
c. Support satellite/launch vehicle integration.
d. Support satellite launch vehicle integrated system tests.
e. Conduct flight readiness performance tests.
f. Conduct the prelaunch and support the launching services through
separation from the launch vehicle.

2.3.8.2 TRANSFER ORBIT OPERATIONS
The Purchaser's representatives shall be allowed access to the Contractor's
facility to observe rehearsals and orbit raising operations on a
non-interference basis.

2.3.8.2.1 REHEARSALS
Contractor rehearsals shall be held starting approximately 3 months before
launch. Each phase of the mission shall be rehearsed, with emphasis placed on
the early injection phase. Alternate operating modes of the ground complex shall
be exercised, including selected satellite and ground system failures. Rehearsal
log books shall be used to indicate areas requiring improvement or additional
training for personnel concerned.

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2.3.8.2.2 POST-LAUNCH SERVICES
The Contractor shall provide the necessary materials, personnel, and services to
acquire satellite telemetry and orbit data, perform necessary calculation and
analysis, and the required commands to take the satellites from the specified
transfer orbit to the specified geosynchronous orbit locations. During transfer
orbit until delivery on-orbit, the Contractor shall be permitted full use of the
Southern Hemisphere satellite TT&C Station provided by the Purchaser. The
Purchaser is responsible for ensuring the full operational readiness of this
station prior to each launch. Any transfer orbit unique capabilities, personnel
or equipment shall be the Contractor's responsibility.

2.3.8.2.3 INITIAL OPERATIONS INCLUDING IN-ORBIT TEST
The Contractor shall perform operations including IOT of the satellites. A
summary report containing analysis of actual performance compared with
calculated performance shall be supplied for each satellite.

In-orbit test shall be performed with the satellite controlled from SS/L's
Mission Control Center in Palo Alto, or from the Purchaser's Satellite Control
Facility (SCF). The Purchaser shall permit SS/L staff full access to the SCF to
temporarily install specialized test equipment owned by SS/L, control the
satellite, and monitor the satellite telemetry and communications response,
using Purchaser's ground station equipment and antennas.

2.3.8.2.4 COMMUNICATIONS AND DATA LINES
The communications and data lines required for services specified in paragraphs
2.3.8.2.2 and 2.3.8.2.3 shall be provided by the Contractor, excluding the lines
to ground stations provided by the Purchaser.

2.3.9 TRANSFER ORBIT TT&C STATIONS
During transfer orbit, the Contractor shall be permitted full use of the
Southern Hemisphere TT&C station provided by the Purchaser. The Contractor shall
make available all other TT&C stations required to support the launch operations
until handover to the operational SCF station. The Contractor shall verify
compatibility between transfer orbit TT&C stations and the satellite by
compatibility testing before the launch of the first satellite. The TT&C station
interface requirements shall be defined in the Ground Station Interface
Specification (to be mutually agreed).

2.4 DELIVERABLE ITEMS AND DUE DATE
Deliverable hardware and software and their delivery due dates shall be in
accordance with Annex 1 of this SOW. Deliverable documents and their due dates
shall be in accordance with Annex 2 of this SOW.

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2.5 SPECIAL REQUIREMENTS
The Contractor shall consider all assigned command radio frequencies and command
address codes as proprietary information that shall not be publicized except as
approved in writing by the Purchaser.

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ANNEX 1

DELIVERABLE HARDWARE LIST

Number Item Quantity Due Date Delivery Place
--------------------------------------------------------------------------------
1 Satellite (FM-1) 1 Per the Contract Per the Contract
2 Satellite (FM-2) 1 Per the Contract Per the Contract
3 Satellite (FM-3) 1 Per the Contract Per the Contract
4 Satellite (FM4) 1 Per the Contract Per the Contract
5 Dynamic Spacecraft Simulator 1 Per the Contract Per the Contract

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THIS DOCUMENT CONTAINS DATA AND INFORMATION PROPRIETARY TO SPACE SYSTEMS/LORAL.
THIS DATA SHALL NOT BE DISCLOSED, DISSEMINATED, OR REPRODUCED, IN WHOLE OR IN
PART, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF SPACE SYSTEMS/LORAL.

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

INTRODUCTION

This document specifies the performance of the Digital Audio Radio Satellites.
Three satellites, to be delivered in orbit, shall form a constellation that
provides improved elevation angle compared to geostationary satellites.*

The satellites shall be provided with * communications antennas. The attitude
control subsystem shall point the communications uplink and downlink antennas to
cover the Continental United States (CONUS) continuously during the nominal 16
hour active phase of the orbit. During the remaining 8 hours, the satellite
payload shall be in standby mode with minimal radiated energy. The S-Band
communications transmit antenna shall be optimized to maximize the flux density
on the ground during the operational period.

The satellites shall be compatible with the launch constraints, restrictions,
environments, and limitations of the Proton, Atlas IIIA and Sea Launch launch
vehicles, and shall also be able with other potential launch vehicles that do
not impose any physical or environmental constraints more severe than the
above-listed launch vehicles.

The spacecraft shall be designed to comply with all performance specifications
stated herein, and shall have the capability of providing an anticipated mission
life of 15 years, subject to optimization by the system CDR, but in no event to
be less than 12 years.

Definitions for the terminology used within this specification are provided in
Appendix A.

Finalization of To Be Confirmed (TBC) and To Be Defined (TBD) parameters shall
be mutually agreed between CD Radio and SS/L.

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SECTION 1 -- SATELLITE SYSTEM SPECIFICATION

1.1 ORBIT DEFINITION
*

1.2 STATIONKEEPING
*

1.3 ON-ORBIT ENVIRONMENT
The satellite shall be designed and built to meet all satellite performance
specifications during and after exposure to the orbital environments expected in
the orbits specified in 1.1 throughout the operational life specified in 1.6.2.

The design of the satellites shall also minimize the occurrence and/or effect of
electrostatic charging, passive intermodulation and multipaction.

1.4 LAUNCH VEHICLES
The satellites shall be designed to fit within the dynamic envelopes of the
Proton, Atlas IIIA and Sea Launch launch vehicles.

1.4.1 LAUNCH VEHICLE ENVIRONMENTS
The design of the satellite shall be compatible with the launch vehicle
environments specified in the launch vehicle manuals.

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1.5 DEFINITION OF COORDINATE AXES
The satellite axes are defined as a right hand triad fixed in the satellite.
When the satellite is operational, the +Z axis is nominally in the orbit plane
pointing toward the center of the earth.

1.6 LIFE REQUIREMENTS

1.6.1 MISSION LIFE
The mission life of the satellite shall include the orbit raising phase after
the satellite separates from the launch vehicle followed by the deployment and
in-orbit test phase followed by the operational phase.

1.6.2 OPERATIONAL LIFE
The spacecraft shall be designed to operate in accordance with the performance
requirements of this specification, during the active phase of the orbit when
transmitting at full power, and shall have the capability of providing an
anticipated mission life of 15 years, subject to optimization by the system CDR,
but in no event to be less than 12 years. This requirement shall be met for
3[sigma] launch vehicle and spacecraft dispersions.

Operation of the repeater at reduced EIRP is permitted to maintain positive DC
power margin during eclipse season, when the spacecraft is in the orbit normal
configuration with no yaw steering. This EIRP reduction shall not exceed 0.5 dB
with respect to the requirements of paragraph 2.1.4. The start of reduced EIRP
operation is predicted to occur after approximately 12 years of orbital life
based on nominal TWTA efficiency, solar array degradation and no solar array
circuit failures. The Spacecraft Orbital Operations Handbook (SOOH) shall define
procedures for reduced EIRP operations.

1.6.3 STORAGE LIFE
The satellite shall be capable of meeting the life requirements specified in
1.6.1 and 1.6.2 after being subjected to ground storage in a controlled
environment for up to two years with periodic maintenance. Several more years of
ground storage shall be possible with refurbishment of appropriate spacecraft
equipment.

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1.7.2 SPACECRAFT BUS
*
1.8 ECLIPSE OPERATION

The satellite shall be capable of meeting all performance requirements during
eclipse during the specified operational life, with the specific exception noted
in paragraph 1.6.2.

1.9 IN-ORBIT DELIVERY
The spacecraft shall be delivered in their specified orbits following successful
completion of IOT.

1.10 RADIATION ENVIRONMENT
The satellite electronic equipment shall be designed to meet all performance
requirements over a 15 year life in the presence of the radiation environment
associated with the specified orbits.

1.11 SINGLE EVENT UPSETS (SEU)
The design of the satellite shall be such that the effects of single event
upsets are minimized. Design techniques such as 2-out-of-3 voting shall be used
to make the system SEU immune. System recovery mechanisms such as data refresh
and command retries will be used. No SEU shall cause the spacecraft to be in a
non-restorable (latch-up) state. Single event upsets capable of causing service
interruption shall be limited to the following three conditions only:

1) An SEU causes the active CPU to restart, and the redundant CPU has
previously failed.

2) An SEU causes the active CPU to restart while the ADCS is in
stationkeeping mode.

3) An SEU causes the DCU-B pulse converter to turn off while the ADCS is in
stationkeeping mode.

Compliance verification for this requirement shall be by analysis only.

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SECTION 2 -- COMMUNICATION PAYLOAD SPECIFICATIONS

2.1 TRANSMIT PAYLOAD
All transmit payload performance parameters specified herein shall be satisfied
when the transmit payload power amplifiers (PA) are operated at single carrier
saturation unless specified otherwise. Transmit payload operational requirements
shall not be applicable when the PAs are driven above single CW carrier
saturation. During IOT the fixed gain mode will be used for measurement of
transfer curves and other channel characteristics. For the transfer curve
measurements, it shall be possible to set the TWTA input drive to any level up
to +1 dB with respect to saturation. During IOT, both the fixed gain and
automatic level control (ALC) modes will be used for payload testing. Subsequent
to IOT, the ALC mode will be used for normal operations. Antenna blockage shall
be avoided and clear field of view shall be maintained when the reflector is
steered.

For reference, a simplified payload block diagram is provided in Figure 2-1.

2.1.1 FREQUENCY PLAN
The allocated downlink frequency band is 2320.0 MHz to 2332.5 MHz. The transmit
payload of each satellite shall be capable of operating at either of the
following channel center frequencies:

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2.2 RECEIVE PAYLOAD

2.2.1 FREQUENCY PLAN
The allocated uplink frequency band is 7060.0 MHz to 7072.5 MHz. The receive
payload of each satellite shall be capable of receiving and downconverting
signals at either of the following channel center frequencies:

Frequency #1: 7062.10 MHz
Frequency #2: 7070.40 MHz

2.2.2 USEABLE BANDWIDTH
The useable bandwidth of each channel shall be 4.2 MHz.

The group delay variation shall not exceed the following limits (design goals
are shown in parentheses):

Offset from channel
center frequency (MHz) *
Group Delay, nsec *

2.2.10 NARROWBAND RECEIVE OUT-OF-BAND RESPONSE
The response relative to that at the center frequency of each channel shall be
less than the limits defined below (design goals are shown in parentheses):

2.4.1.1 FREQUENCY PLAN
The TC&R subsystem shall operate in the following frequency bands during all
mission phases.

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2.4.1.1.1 TELEMETRY
*

2.4.1.1.2 COMMAND
*

2.4.1.1.3 RANGING TONES
*

2.4.1.2 ANTENNA COVERAGE
*

2.4.1.3 TELEMETRY TRANSMIT POLARIZATION
*

2.4.1.3.1 AXIAL RATIO
*

2.4.1.4 COMMAND RECEIVE POLARIZATION
*

2.4.1.4.1 AXIAL RATIO
*

2.4.1.5 EIRP
*

2.4.1.6 COMMAND SENSITIVITY
*

2.4.1.7 SATELLITE ADDRESS
Each satellite shall have a separate and distinct satellite address.

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2.4.3 TELEMETRY AND COMMAND CHARACTERISTICS/FORMATS
The following characteristics/formats are for both transfer orbit and on-orbit
operations.

2.4.3.1 TELEMETRY
The telemetry subsystem shall permit the remote determination of the status and
performance of the satellite subsystems and critical elements necessary for the
safe operation of the satellite. It shall satisfy the requirements summarized in
Table 2-1. Each satellite shall have a unique address assigned and transmitted
each frame.

Table 2-1. Telemetry Specifications
*

2.4.3.1.1 SIMULTANEOUS TELEMETRY AND RANGING
Each telemetry transmitter shall provide the capability to transmit
simultaneously the ranging tones along with normal and dwell telemetry.

2.4.3.1.2 MODULATION
*

2.4.3.1.3 MODULATION INDEX
*

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2.4.3.2 COMMAND
The command subsystem shall permit the remote control of the satellite including
the capability to perform orbital maneuvers, attitude maneuvers, battery charge
management, switching of redundant units and ranging. It shall satisfy the
requirements of Table 2-2.

TABLE 2-2. COMMAND SPECIFICATIONS

*

2.4.3.2.1 FALSE COMMAND PROBABILITY
*

2.4.3.2.2 SIMULTANEOUS COMMAND AND RANGING
The satellite shall be capable of operating in a simultaneous command and
ranging mode.

2.4.4 RANGING
The satellite ranging baseband output of each receiver shall be routed to the
appropriate telemetry transmitter where, upon ground command, the ranging tones
will be modulated onto the downlink carrier.

2.4.4.1 FLUX DENSITY LIMITS
*

2.4.4.2 RANGING ACCURACY

*
2.4.5 BEACON TRANSMITTER
*

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APPENDIX A

A1.0 DEFINITIONS
These definitions are included as an aid to understanding the meaning of terms
used within this specification. The definitions do not convey additional
requirements over and above those in Section 2.0 and are for reference only.

A1.1 HIGH POWER AMPLIFIER (PA)
The portion of the payload that provides the final stage of active amplification
of the single channel.

A1.2 LEFT HAND CIRCULAR POLARIZATION (LHCP)
A circularly polarized wave in which the electric field vector rotates
counterclockwise when viewed in the direction of propagation.

A1.3 RIGHT HAND CIRCULAR POLARIZATION (RHCP)
A circularly polarized wave that has a rotation of its electric field vector in
a clockwise direction when viewed in the direction of propagation.

The ratio of the major axis to the minor axis of the polarization ellipse.

A1.6 RECEIVE PAYLOAD
The receive payload contains the communications service RF equipment starting
with the X-band antenna and continuing to the output of the channel amplifiers
(reference Figure 2-1).

THIS DOCUMENT CONTAINS DATA AND INFORMATION PROPRIETARY TO SPACE SYSTEMS/LORAL.
THIS DATA SHALL NOT BE DISCLOSED, DISSEMINATED, OR REPRODUCED, IN WHOLE OR IN
PART, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF SPACE SYSTEMS/LORAL.

SPACE SYSTEMS

CD RADIO LORAL

P R O P R I E T A R Y

CONTENTS

Section Page

INTRODUCTION...................................................................1
1 COMPLIANCE TO THE REQUIREMENTS...........................................1-1
1.1 GENERAL APPROACH...............................................1-1
2 ADDITIONS AND EXPLANATIONS FOR USE WITH THE
STANDARD PLAN............................................................2-1
2.1 STRESS/OPERATING FAILURE RATE MULTIPLIERS

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RESTRICTION ON THE TITLE PAGE.

INTRODUCTION

This Product Assurance Plan, developed for the CD Radio program, consists of
three elements:

1. Compliance to the Requirements of the Request for Proposal

2. Extensions to the Standard Product Assurance Plan required for CD Radio

3. The Standard Commercial Product Assurance Plan for SS/L

All three items, taken together, constitute the Product Assurance Plan.

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SECTION 1 - COMPLIANCE TO THE REQUIREMENTS

The following text provides explanations of SS/L's compliance to assumed
requirements similar to the Apstar IIR. A summary of SS/L's approach to product
assurance is provided in the following paragraph, "General Approach." It
explains the motivation for standardizing the Product Assurance program along
the lines of other DBS programs, including the Tempo, PanAmSat and Telstar
programs, among others.

1.1 GENERAL APPROACH
Space Systems/Loral uses a standard product assurance approach for Direct
Broadcast Satellites (DBS) to maintain the capability to deliver high quality
product within the schedule constraints required by SS/L's customers. The
standard plan is presented in appendix. It is compliant to the requirements of
CD Radio.

SS/L's system provides for manufacturing of components common to all satellites
using a common products program structure for procurement and control. These
common components are then delivered to flight stores, awaiting a need from one
of SS/L's satellite programs.

All of SS/L's DBS programs, which have delivery schedules on the order of 2
years, use this system, and it is necessary that this system be used for the
program to achieve timely delivery of the spacecraft. Many components may
already be in stock and ready for use on the program.

The considerations provided in these sections will fully adapt requirements to
our DBS approach. If any differences between SS/L's approach and the
requirements of CD Radio are considered of exceptional importance, SS/L's
standard approach could be modified. It would be important, however, to fully
assess the impact of any such changes prior to implementation.

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SECTION 2 - ADDITIONS AND EXPLANATIONS FOR USE WITH THE
STANDARD PLAN

The following items are necessary for proper implementation of the CD Radio
program. These form a part of the Standard Plan when it is used for space flight
hardware and software intended for use on the program.

2.1 STRESS/OPERATING FAILURE RATE MULTIPLIERS (REF. TABLE 2-4 OF THE PLAN)
Orbit on Station duration for use in reliability calculations shall be for a
period of two months and 15 years.

2.2 RADIATION
The Radiation Design Life and Worst-Case Analyses shall be in accordance with a
15-year mission, plus an estimated two months of in-orbit testing, with 20%
margin (i.e., the Radiation Design Life shall be greater than or equal to 15
years at the orbital position of 115.5(degree) eaST).

2.3 FAILURE REVIEW BOARD (FRB)
FRB will be held with local customer participation for unique payload items,
from the completion of unit level acceptance forward, and for occurrences during
system-level acceptance or protoflight test, from reference functional test
forward.

2.3.1 DELIVERABLE DOCUMENTATION
Documents that are deliverable to the customer include the items shown in Table
2-1.

2.3.2 NONCONFORMANCE REPORTING
Customer Reporting of nonconformances shall be in accordance with the following
Figure 2-1.

TABLE 2-1. DELIVERABLE DOCUMENTS

DELIVERABLE DOCUMENT WHEN DELIVERED INTENDED USE
-------------------------------------- ---------------------------------------- --------------------------------------
Critical Items List With the proposal and when updated For review
Qualification Status List At PRR - see the test plan for qualification For review
status in the proposal.
Single Point Failure List With the proposal and when updated For review
Parts List With the PRR* and when updated For review
Materials List With the PRR* and when updated For review
Process List With the PRR* and when updated For review
Noncomformance and failure reports list With the Monthly Report For review
Nonconformance Notifications Within one working day from discovery at Delivered to customer technical
summarized in section 1.2 SS/L representatives on site for review
Failure Review Board Reports as Delivered prior to the Failure Review Board Customer on-site technical representatives
summarized in Section 1.2 will participate
-------------------------------------- ---------------------------------------- --------------------------------------
* PRR is Production Readiness Review (ref. management plan)

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Daily Reports, consisting of notification for any new nonconformances for
unique payload items at the A/T level, or any nonconformances at system test
level will be distributed to resident customer technical representatives.
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These notifications constitute an invitation to become involved in the Material
Review Board activities. Such involvement will include the provision of any
intermediate information required by the customer to form his position for final
disposition in the Failure Review Board.
|
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During the System Test phase of the program weekly summaries of nonconformances
will be distributed as part of the satellite integration and test meeting.
|
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Monthly Failure Review Board meetings will be held, with customer participation,
to present the conclusions of SS/L, and to officially authorize closure of
Material Review activities.

Figure 2-1. SS/L and Customer Interface for Nonconformance Management

2-2

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SECTION 3 - THE STANDARD PRODUCT ASSURANCE PLAN

The SS/L standard Product Assurance Plan, Document No. E038152, is used for
commercial programs. This document is presently at revision level A. Any updates
to this document will be provided to SS/L's commercial customers for
information.

Should any of the contractual conditions of any program be affected by future
changes in this plan, then those elements of the plan that affect the
contractual conditions will be submitted to the customer for approval.

1.1.1.1 Objectives of the Plan
Objectives of the plan are to:
a. Maximize the use of qualified and flight-proven hardware.
b. Provide a standardized set of long-life space qualified parts,
materials and processes
c. Provide 100% inspection of all flight hardware
d. Ensure survival for the contractual mission duration of
hardware by qualification testing with parameters set at
levels higher than the requirements of nominal orbital
operation
e. Verify workmanship by inspection and adequate levels and duration
of acceptance testing
f. Ensure by analysis that all parts are conservatively derated
including derating for aging and radiation effects

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1.1.1.1 Objectives of the Plan (Continued)
g. Integrate procurement, manufacturing and test nonconformances
and failures into a system providing for multi-program
visibility, follow-up on corrective actions, and trend
analysis to identify and provide for corrective action to
prevent recurrence
h. Identify items subject to wearout or depletion and verify by
analysis and test that they have adequate margins over their
normal mission performance/life requirements
i. Ensure by analysis that the reliability, redundancy and
cross-strapping configurations of all systems are adequate to
meet reliability requirements.
j. Monitor and ensure control of the development of space flight
and test software, to ensure that it is produced to acceptable
standards
k. Ensure spacecraft and personnel safety by a system of design
features, controls and procedures
1. Provide monitoring and control of all subcontractors to ensure that
they will meet the PA requirements
m. Ensure that the customer is kept apprised of the status of the
PA Program by providing appropriate input to the program
reports.
1.1.1.2 PA Management

SS/L uses an integrated approach to the PA areas to achieve its historically
high performance. All of the relevant PA disciplines report through the
Vice-President of Product Assurance. The Vice-President of Product Assurance
reports to the Executive Vice-President.

Each Program Manager is delegated authority to meet contractual requirements by
the Executive Vice President. He is responsible for supplying technical,
procurement, and management direction to the in-house functional groups and the
subcontractors involved in the program. To aid in this effort, a specific
individual from the SS/L Product Assurance directorate is appointed as the
system Product Assurance Program Manager. This individual is responsible to the
Program Manager for implementation of the Product Assurance program, but also
maintains an independent direct reporting route to top SS/L management through
the Vice-President of Product Assurance.

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l.1.1.2. PA Management (Continued)
The PA Program Manager acts as the focal point within the project for the
Product Assurance disciplines, for the customer and for subcontractors
concerning Product Assurance matters. He ensures that all appropriate aspects of
Product Assurance are addressed by SS/L, and that Product Assurance tasks and
missions are competently accomplished. He prepares PA input to progress reports.
The PA Program Manager is supported by dedicated program engineers from each of
the PA disciplines.

1.1.1.3 Organization and Management of Subcontractor Activities
The requirements of this plan are imposed on subcontractors and suppliers with
the same level of rigor as for SS/L in-house activities, as applicable to each
procurement. Product Assurance specialists working with the design teams and
procurement personnel in each discipline ensure that source selection is limited
to organizations which have demonstrated satisfactory performance on past
procurements. Since all but a few subcontractors have furnished the same
equipment for other programs, SS/L has a thorough knowledge of their
capabilities and has established long-term personal relationships with their
engineers and managers. Verification that requirements are completely specified
in procurement documents is achieved by PA participation in the Specification
Review Boards which review and approve them. Both the Statement of Work and the
Performance Specifications invoke the Product Assurance requirements on
suppliers, SH-EO32894, Subcontractor Product Assurance Requirements
Specification. Subcontractor selection and control are discussed in Section 8.

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2. RELIABILITY

2.1 Scope
The reliability program ensures that the reliability analyses of the spacecraft
are performed with uniform contractual ground rules and standards. This plan
establishes the criteria for analytical demonstration of specified quantitative
and qualitative reliability requirements.

The reliability program ensures fulfillment of the reliability mission and
design life requirements of the spacecraft and its equipment. The reliability
program is planned, implemented, and integrated in conjunction with other PA
functions and with design, development, and production functions. All
reliability program activities are carried out in parallel with the design
process, and in close cooperation with design engineers.

2.2.1 General
To ensure that potential failures in the hardware are recognized early, system,
subsystem, and equipment FEECAs will be performed. In addition to preparing
FMECAs for electronic assemblies, FMECAs will be prepared for mechanical,
electromechanical, and pyrotechnic assemblies. The spacecraft mission phases,
environmental constraints, and hardware operating modes will be considered in
the analyses. Failure effects will be analyzed to determine the need for design
change or other action and that the proper compensatory measures are
implemented.

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2.2.1 General (Continued)
The FMECAs will be performed to the circuit functional level or subassembly
level (mechanical items) with emphasis on equipment interface failure effects,
propagation of failure effects to redundant, cross-strapped, or interfacing
assemblies, and identification of single-point failure effects and fail-safe
features. Failure modes or effects that require corrective actions will be
followed and documented in a formal way and tracked until resolution is
complete.

2.2.2 FMECA Approach
The FMECAs will be generated from the start of the design phase and updated
throughout the design phases. All heritage hardware FMCCAs will be reviewed to
ensure that the failure modes and effects for spacecraft hardware items are
addressed, updated as necessary, and criticality classifications assigned in
accordance with program usage and missions. Criticality classifications will be
assigned to rank lower level effects and establish their resulting influence on
spacecraft operation.

FMECAs will be implemented to:
o Document the interfacing failure modes of functional blocks of
spacecraft hardware and the resulting failure effects on
spacecraft assemblies, subsystems, and the spacecraft.
o Identify and eliminate single-point failure items whenever
possible and minimize the probability of occurrence of the
residual risks.
o Identify critical failure effects for concentration of efforts
in the areas of quality, inspection, manufacturing controls,
design review, configuration control, and traceability.
o Determine the need for more reliable designs; change in
designs affecting parts, materials, or processes; adequacy of
fail-safe design features; possibilities for design
simplification; and/or sufficiency of redundancy and
cross-strapping.
o Ensure that product design features minimize failures or loss
of redundancy which could result from high temperature,
chemical agents, EMI/ESD effects, vibration (detachment of
parts), mechanical interaction or shock. Ensure sufficient
failure protection against common mode failures (i.e. use of
common parts for redundant circuits, redundant circuits on
common broads or in common assemblies, inadequate thermal
isolation of redundant circuits, etc.).

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2.2.3 Single-Point Failures
Single-point failure items are defined as items which, if failed, result in the
inability to use the communication functions of the spacecraft. These items will
be identified as part of the FMECA effort. Corrective action to eliminate or
mitigate the causes of single-point failure effects will be a key activity of
the FMECA analyses.

2.2.4 FMECA Contents
The FMECA activity will be carried out in a systematic way to ensure that all
spacecraft items and their interfaces are adequately addressed. Lower level
FMECAs will be used as input in a buildup process to generate the subsystems and
spacecraft higher level FMECAS. FMECAs will be documented and will provide:

o A description of the functional elements of the hardware being
reviewed along with the applicable interfaces, redundancy
features, and implementation and operational features
o Description of the function and technical parameters of the
hardware being analyzed for an adequate understanding of its
role in the spacecraft operation
o The criticality of the failure effects identified at the
hardware level
o The means by which the failure effects may be observed such as
telemetry, operational anomalies, or test.

2.2.5 Criticality Classification
A criticality level will be assigned to each hardware item according to the
severity of the effects. The criticality levels at the various levels of
spacecraft indenture will be in accordance with Table 2-1.

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Table 2-1. Criticality Categories

Criticality Assembly/Equipment Subsystem Level Spacecraft Level
Categories Level
=========== =========================== ========================= =========================
1 Failure mode results in Failure mode results in Failure mode results
risk of loss or risk of loss or in complete loss of the
degradation of other degradation of other spacecraft and all of
equipment (risk of failure functional subsystems its missions (referring
propagation) or (risk of failure to specified
constitutes a safety propagation) or requirements) or
hazard constitutes a safety constitutes a safety
hazard hazard.
2 Failure mode results in Failure mode results in Failure mode results
complete loss of complete loss of in partial loss or
operational capability operational capability of severe degradation of
of the equipment under the subsystems under mission.
consideration. consideration.
3 Failure mode results in Failure mode results in Failure made results
severe degradation of severe degradation of in only minor or
operational capability of operational capability negligible degradation
the equipment under of subsystems under of mission.
consideration. consideration.
4 Failure mode results in Failure mode results in (No category 4 for the
only minor or negligible only minor or negligible spacecraft.)
degradation of degradation of
equipment under subsystems under
consideration. consideration
=========== =========================== ========================= =========================

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2.2.6 System FMECA Report
A system FMECA report will be prepared. The system FMECA will include the
following types of information:

o A description of the mission, function, and interfaces
o The functional block diagram of the system with a description
of the function of the subsystems
o A summary of the system FMECA results
o Failure effects and single point failure items system summary
list.

2.3 Parts Derating and Application Review

2.3.1 General
Stress analysis will be performed for both electrical parts and mechanical
elements. For electronic equipment, parts derating and application review
analyses will be performed to identify noncompliances with the program derating
requirements and to direct the necessary changes to the design to comply with
the program-derating requirements. For structural elements, stress analyses will
verify compliance with the required safety factors for all missions.

2.3.2 Parts Derating and Application Review Analysis of Electronic Equipment
All flight equipment will be analyzed to determine individual part stresses
(voltage, current, power, temperature, etc.) in transient as well as in steady
state conditions. The reference equipment temperature to be used in the analyses
will be the maximum acceptance temperature. The parts stresses will be compared
to the program derating criteria which is summarized in Table 2-2. In those
cases where the program derating criteria provides insufficient information, or
if data is considered as not applicable, other sources can be used with
justification.

Exceptions to the program derating requirements will be granted by SS/L
Reliability only after all applicable design alternatives have been investigated
and the risks associated with the electrical stress or part application
discrepancies have been determined and found acceptable. All applications
exceeding these criteria must be approved by SS/L Reliability before
incorporation into the design.

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Table 2-2. Parts Derating Requirements Summary

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Table 2-2. Parts Derating Policy (continued)

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Figure 2.3-1. Maximum Allowable Current for Single Wire

*

A list of the parts exceeding the stress criteria will be summarized and
presented at the applicable design review for the hardware being reviewed.

2.3.3 Stress Analysis of Structural Elements and Mechanisms
The compliance of the structural elements and mechanisms with the required
safety factors will be verified by engineering. Applications with safety factors
which do not meet these criteria (where it is not feasible or possible to
correct by means of redesign or other means) must be approved by SS/L
Reliability before incorporation into the design.

A list of the elements exceeding the required safety factors will be included in
the appropriate analysis along with actions being taken to resolve the
discrepancies and, if applicable, justification for retention of each
discrepancy.

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SS/L and its subcontractors will perform electrical performance worst-case
analyses or evaluations on all hardware items for critical parameters.

SS/L Engineering organizations are responsible for the completion of worst-case
analyses on flight hardware items for which they have design responsibility.
They are required to ensure that the analyses are adequately prepared, that
design margins are adequately demonstrated by analyses and/or tests, and that
the documentation is complete and sufficient for review.

Reliability personnel will be responsible for ensuring that worst-case analyses
are appropriately completed and that the results of the analyses ensure
compliance with all applicable requirements. Applications exceeding these
criteria (where it is not feasible or possible to correct by means of redesign
or other means) must be approved by SS/L Reliability before incorporation into
the design.

2.4.2 Analysis Method
WCA are required to demonstrate sufficient operating margins for all operating
conditions of the individual circuits. The analyses will consider (as
applicable) such factors as:

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2.4.2 Analysis Method (Continued)
A combination of testing and analysis may be employed to obtain results through
actual measurements. The analysis method will be tailored to the circuit
function, and to the adequacy of the analytical models. True WCA, root mean
square method, or Monte Carlo simulation may be used. For parts submitted to
radiation lot acceptance test, the parameter drift values will be derived from
radiation test of parts by comparing the tested values with the pretest value.

2.5 Reliability Assessment

2.5.1 General
Reliability numerical evaluation will be performed for components, equipment,
subsystems and for the spacecraft to demonstrate compliance with the contractual
numerical reliability requirements. The reliability assessments will be updated
during the program to include the impact of design changes and more detailed
design information as the spacecraft hardware design matures. The results of
quantitative reliability assessments will be reported and provided as part of
design reviews. Reliability trades will also be used during all phases of the
program to identify the relative merits of alternative designs and to assist in
problem resolution (i.e., to determine the possible numerical reliability impact
resulting from a potential design change).

Reliability functional block diagrams will be developed and used to represent
the system and subsystem design configurations as they operate over the
specified mission phases. These functional block diagrams will in turn be the
basis for the reliability block diagrams that indicate the redundancy,
cross-strapping, and single thread items of the designs. The reliability block
diagrams then become the basis for defining the quantitative reliability of
hardware from the unit to the end item spacecraft level. Mathematical models
(either discrete or dynamic) will then be used, along with the failure rates
calculated for the hardware items, to determine numerical reliability.

Quantitative reliability requirements will be specified in the applicable
equipment, subsystem, and system performance specifications.

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2.5.2 Reliability Assessment Assumptions
Quantitative reliability assessments will be made assuming the following:

o The design assessed is representative of the flight design.
o Useful life of a component begins after the satisfactory acceptance
test of the component.
o Mission phases are independent. Stresses experienced in a phase do
not affect the failure rate of succeeding phases.
o Part failure rates are usually constant during the useful life
period and wearout factors are not operative during the required
mission life unless otherwise stated and appropriate models will
be used in those cases.
o Individual part failures are independent.
o Parts and materials are qualified for their application and
environment.
o Circuit design performance margins are sufficient for the effects
of production variance, radiation environment, thermal environment,
and aging. Production processes and testing do not introduce
unknown latent damage or failure mechanisms and are approved for
use for the mission.
o Failures rates are estimated in accordance with the requirements of
this plan.

2.5.3 Mission and System Definition
The reliability assessments will clearly define the mission functions and modes
of operation including descriptions of functional modes of operation, alternate
modes of operation, equipment duty cycles, required operational periods and the
environmental profile over the mission time.

2.5.4 Failure Rates Standards

2.5.4.1 Program Failure Rates
The failure rates listed in Table 2-3 cover items not listed in MIL-HDBK-217 or
are more representative of space usage. MIL-HDBK-217 will be used to determine
electrical piece part failure rate for those parts not listed in Table 2-3.

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For the equipment Preliminary Design Review, the parts count reliability
prediction method of MIL-HDBK-217 may be used.

For the Critical Design Review, the reliability will be predicted using the part
stress method, using actual electrical stresses and component operating
temperatures.

2.5.4.2 Failure Rate Thermal and Electrical Stress Derating
Thermal and electrical stress influences on part failure rate will be
incorporated into the reliability assessments as soon as the necessary design
data are available and the stress analyses are completed. The final assessment
of each design will incorporate failure rates derived from the calculated stress
ratios and the operating temperature of the units or equipment.

For those cases in which the operating temperature may change over life as a
result of thermal degradation, the equipment operating temperature may be
assumed to be one third of the maximum "predicted" temperature at the beginning
of the mission and two thirds of the "predicted" temperature at the end of the
mission (or equipment life).

Equipment operating temperature = 1/3 * BOLMAX Tem + 2/3 EOLMAX Temp

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Table 2-3. Fixed Failure Rate Items

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Table 2-3. Fixed Failure Rate Items (Continued)

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2.5.4.3 Failure Rate Adjustment Factors
The multiplying factors listed in Table 2-4 shall be used to assess mission
reliability for environmental mission phases and for operating and nonoperating
conditions. These factors are applicable only to the designated mission phase
under evaluation and are to be applied to the base rate to adjust for mission
phase environmental and equipment operating conditions.
When applicable, duty cycle multiplying factors will be used.

Table 2-4. Stress/Operating Failure Rate Multipliers

*

2.5.4.4 Quality Factor Adjustments

Table 2-5 provides a list of equivalencies between failure rate quality levels
specified in MIL-HDBK-217 and those specified by European Space Agency
documents.

Table 2-5 Quality Level Equivalencies

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2.5.4.5 Reliability Assessment Documentation
A reliability assessment analysis will be prepared for spacecraft design review
data packages. Each reliability assessment will include the following
information:

o A description of the item, types of redundancy, and the item
operational modes
o A functional block diagram of the design
o A reliability model for each operating phase which is analyzed
including:

- Reliability block diagrams

- Failure rates for each block of the reliability block diagram
- Mathematical models or applicable dynamic model data
- Probability of success results
- A comparison of the results with the specified requirements.

An example of a reliability assessment for a subsystem is shown in Figure 2.5-1.

2.6 Qualification Status List

2.6.1 Qualification Status of Equipment
All spacecraft equipment must be qualified for use an orbit. Heritage items
(components, assemblies) with a prior history of successful performance on other
SS/L programs will be qualified by similarity if used again without significant
changes. Items with relatively minor changes from previous applications will
require modified qualification testing described as delta qualification. New
designs and heritage designs with significant changes will require complete
qualification testing. This applies to both in-house built and subcontracted
items.

2.6.2 Qualification Status List
A Qualification Status List (QSL) will be established and maintained. This list
will summarize for each configured equipment the manner by which a qualified
status is achieved. It will list each equipment item of the spacecraft by
subsystem and will include the following information:

o Description of each equipment
o Next higher assembly
o Manufacturer's name

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Figure 2.5-1. Reliability Model (Example)

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2.6.2 Qualification Status List (Continued)

o Delta qualification requirements
o Current qualification status/screening and applicability of
qualification test versus requirements
o Basis for qualification (qualification test results, heritage, and
qualification on other programs)
o Contract on which the test was conducted
o Test Report number

The QSL will constitute the program's definitive data base for qualification
status above EEE piece part level. Electrical part qualification status is
monitored and reported in the Program Authorized Parts List (PAPL). Reliability
also will maintain files of qualification test procedures, test reports, and
acceptance data when it includes qualification or delta qualification results.

2.7 Correction Notices for Reliability Discrepancies
SS/L uses a closed-loop system to log, track, and ensure resolution and
corrective action of reliability discrepancies. Correction Notices (CNs) are
written against derating and part application issues as well as design issues
uncovered as part of the FMECA and numerical assessment tasks.

2.8 Critical Items Listing and Control
SS/L will develop and maintain a listing of critical items. This listing
contains items which are deemed critical based on their sensitivity to wear,
depletion or degradation. The methods used by SS/L to ensure that these items
are capable of performing their missions will be included in this list, as will
the life test history and the status of any ongoing life tests.
This list will be maintained current throughout the program.

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3. PARTS PROGRAM
3.1 General
The objectives of the Parts Program Plan are to document the methods and

procedures for implementing the program requirements, and to provide ground
rules which assure reliable performance of the Spacecraft. Contained in this
plan are the guidelines, procedures and methods which will be implemented to
fulfill these objectives. Implementation of this plan ensures that an integrated
and coordinated management of the selection, qualification, application,
procurement, control, and standardization of parts will be applied. Space
Systems/LORAL and subcontractors to SS/L will implement the parts program
described herein.

3.2 Program Plan
This plan outlines the requirements for selection, standardization, procurement,
screening and testing, qualification and receiving inspection of all parts.
Subcontractors to SS/L will submit listings of all parts used on the program for
review and approval. In order to administer, coordinate and to oversee the Parts
Program Plan, a Program Parts Engineer (PPE) will be appointed from the Parts
Assurance Engineering section.

3.3 Parts Approval
All Electrical, Electronic and Electro-mechanical (EEE) and associated hardware
parts for this program require Parts Assurance Engineering and Space
Systems/Loral approval prior to use. EEE parts acceptability for use,
qualification requirements and qualification status will be determined during
their approval cycle.

3.3.1 Parts Control Board (PCB)
A PCB will be established to ensure that only approved and reliable parts are
used. The PCB is chaired by the PPE and its membership includes Electrical and
Mechanical Design Engineering, Materials Engineering, Survivability Engineering,
Material Procurement, Product Design Engineering, Manufacturing Engineering and
Program Management Office representatives.

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3.3.1 Parts Control Board (PCB) (Continued)
The PPE will provide guidance in the selection and standardization of parts,
selection, development, qualification and approval of new part manufacturers,
and selection of new sources for diminishing and sunset technology parts. In
addition, the PPE will guide the standardization process in order to maximize
the use of standard and common parts which will ensure the lowest cost and high
reliability parts for the program.

The PCB will investigate and resolve any issues for those parts with GETUP or
other industry Alerts or Advisories and prohibit the use of unreliable parts.
The PCB will utilize the existing radiation databases to allow for timely and
early identification of radiation soft parts and actions necessary to meet part
reliability and performance requirements.

The SS/L Parts, Materials and Process List (APMPL) will contain all qualified
and approved parts, materials and processes, including MIL qualified (QPL)
parts. The APMPL will be incorporated with a data manager, and integrated with
the Product Manager (PM) system for company wide access.

Product Manager is a system that is replacing our current EEMS, PC-APL and
Master Parts Catalog system for the management of parts. It will be utilized to
implement the APMPL.

The Program Authorized Parts List (PAPL) is a subset of the APMPL, and is
program specific. It is the means for recording EEE parts and hardware, and
their approval status. The PAPL is used by subcontractors, design engineers,
procurement, and by QA in supply requisition review, receiving inspection, and
parts kitting inspection.

3.3.2 Parts Control Board Approval
All parts used in flight hardware will be assessed prior to PCB approval. The
Advanced Parts List (APL) is the preliminary parts list submitted by engineering
and subcontractors for approval by the PCB. The PCB will provide the necessary
guidance and controls for the APLs generated by Engineering and will identify
parts problems early in the program and review and approve all parts not listed
in the APMPL.

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3.4 Parts Selection and Standardization

Design Engineering shall select Parts from the APMPL and APLs. Emphasis will be
placed on parts selection to ensure that only parts capable of meeting the
program requirements are used.

The use of standard parts will maximize the use of existing part procurement
specifications and will be a primary factor in providing a cost-effective parts
control program.

The order of preference for part selection is as follows:

a. Parts listed in the APMPL
b. Parts listed in the NASA Standard Parts List, MIL-STD-975 as Grade
1 parts
c. Parts Qualified to JANS, Class 'S', Class "V", or SMD "S" level of
the US Military Specification system
d. Parts which are qualified to US Military Specification, Established
Reliability (ER) specifications, failure rate "S" or "R"
e. Parts qualified by SS/L and other users for various space programs
or similar space applications via SCDs or Part Specifications
f. Parts from ESA/SCC QPL or qualified parts from (CNES QFT IN 500,
section 1) with additional testing as specified in Alliance
Document AD-05
g. Parts listed in MIL-STD-975 as Grade 2 with additional provisions
for upgrade screening
h. Parts qualified to JANTXV/Class B of the US Military Specification
system with approved additional upgrade screening and testing

3.4.1 Standard Parts
Parts are considered to be standard and acceptable when they are listed in the
APMPL or in the NASA Standard Parts List, MIL-STD-975 as Grade 1 parts or in the
ESA/SCC QPL. Only those parts that meet the design electrical, mechanical, and
program environmental, inspection, qualification, radiation and reliability
requirements will be used.

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3.4.2 Non-Standard Parts Control
A non-standard part is defined as any part not listed in APMPL, or not listed in
the NASA Standard Parts List, MIL-STD-975, as Grade 1 parts or in the ESA/SCC
QPL. Nonstandard parts of verified acceptability that will be procured in
accordance with the requirements of a similar standard part type may be used
after approval by the PCB. The rationale for selecting nonstandard part(s) and
supporting data attesting to their acceptability for application, both as to
performance and reliability, shall be documented by the user
(designer-responsible engineer) and submitted to the PCB.

3.4.3 Parts Screening and Testing
All EEE parts used in flight equipment will be screened/tested per the
applicable ESA/SCC or MIL-Specification requirements or SS/L generated and
approved part specifications. The screening/test inspections are performed by
the SS/L approved part manufacturers or screening/test facilities.

The basic groundrules for part screening are provided in Table 3-1 (for active
electrical parts), and in Table 3-2 (for passive electrical parts).
Clarifications and explanations for these tables are provided the Screening
Matrix Notes, which are included in Table 3-3. Destructive Physical Analysis
requirements are also provided in these tables.

Detailed notes for these tables are provided as Table 3-3.

3.4.3.1 Radiation Hardness

All EEE parts used in flight equipment are subject to Radiation Hardness
evaluation based on the spacecraft or flight equipment's intended application
and use. Inherently radiation soft parts are subject to lot by lot testing and
verification. SS/L established procedures will be used for the selection,
evaluation and application control process of all EEE parts.

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Table 3.1. Active Parts Screening Matrix

*

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Table 3.2. Passive Parts Screening Matrix

*

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Table 3-3. Screening Matrix Notes (page 1)

*

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Table 3.3. Screening Matrix Notes (page 2)

*

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3.4.4 Parts Qualification
All parts used in flight equipment will be qualified or must have been
previously qualified for space flight. Part qualification is required for new
technology and previously unqualified parts. The qualification requirements will
be specified by Parts Assurance Engineering. Qualification testing will be
performed in accordance with standard test methods specified in the applicable
Military or ESA/SCC Standards for a similar part type.

3.4.5 Part Specification
Part specifications will be generated for all new nonstandard parts. Part
specification will specify screening/test and other applicable inspections and
qualification test requirements utilizing the guidelines of a previously
qualified ESA/SCC, JANS/Class S, QML V or similar part types. Part
specifications shall be used by the SS/L purchasing for procurement of EEE and
associated hardware parts.

3.4.5.1 Hybrid Part Specifications
Hybrid parts will be approved by the PCB. Hybrids shall be screened/tested and
qualified per the applicable part specifications generated to the guidelines of
MIL-PRF-38534.

3.4.6 Subcontractors Part Specifications
Subcontractors may use either Space Systems/LORAL specifications or their own
specifications that meet program requirements and are approved by SS/L. The PPE
is responsible to ensure that all in-house and subcontractor specifications are
complete and are controlled documents.

3.4.7 Parts Upgrade Screening
PCB approved Class B microcircuits and hybrids, and JANTXV transistors and
diodes, due to schedule and design constraints, may-be used provided they are
upgrade screened/tested in accordance with NASA/GSFC 311-INST-001 or other SS/L
approved procedures, and they meet the radiation hardness requirements.

3.4.8 ESA/SCC System
All parts shall be screened at a minimum, in accordance with the requirements of
Alliance Document AD-05.

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3.5 Approved Parts, Materials and Process List (APMPL)
The APMPL is an on-line commuter system listing all approved and qualified parts
for spacecraft equipment. This system is maintained by Parts Assurance
Engineering.

Parts not listed in the APMPL will not be accepted for inclusions in equipment
parts lists by PH. Unlisted parts will be submitted to the PCB and Parts
Assurance Engineering for the selection and approval process.

3.5.1 Program Approved Parts List (PAPL)
The PAPL is program specific listing of program approved/authorized parts. The
PAPL contains standard parts selected from the APMPL and other nonstandard parts
that are approved for use (pending their successful qualification) by the PCB.
The PAPL will provide parts listing of all parts, including subcontractor
supplied parts, for a specific program/spacecraft.

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3.6 Parts Procurement Control
A parts procurement control system is established and will be used to provide
parts for the program. Within the established system, Product Assurance reviews
the "purchase requisitions" and imposes the program requirements on the Purchase
Order(s). The on-line PAPL is the governing document for the approved part and
the part number and the approved part manufacturer and other pertinent program
and procurement requirements. Material Control and Procurement utilizes the PAPL
for all part procurements.

Scheduling and coordination of procurement activities are accomplished by the
Space Systems/LORAL Hi-Rel Parts and Material Planning or by Subcontracts
Administration. Space Systems/LORAL Product Assurance is responsible for part
specification documentation, engineering, coordination, qualification and
qualification assessment, and quality control activities. Subcontractor
performance to the same requirements will be reviewed, approved, and monitored
by Space Systems/LORAL Product Assurance.

Parts testing and qualification, in general, is accomplished by the part
manufacturer. On occasion, Space Systems/LORAL Parts Test Laboratory or an
independent test laboratory approved by Space Systems/LORAL may perform some or
all of the part testing as necessary.

3.6.1 Bonded Stores/Parts Transfer
Space Systems/LORAL has a Hi-Rel Space Parts Inventory in bonded stores. Parts
procured for other spacecraft programs may be considered for use on this
spacecraft provided they meet the program requirements and are approved by the
PCB. At such time a formal "material transfer" for the subject program may be
requested. A part transfer can only be made if the transfer is approved by the
PPE after the initial PCB approval.

3.7 Parts Derating
Parts derating requirements are established and are specified in the program
derating criteria. See Paragraph 2.3 for parts stress derating requirements.

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3.8 Destructive Physical Analysis (DPA)
DPA will be performed on any part type and each lot date code as required by the
screening matrix. DPA is performed to verify the compliance of the part to the
specification requirements and to satisfy the reliability concerns for the
program. DPA requirements will be specified in the program specific PAPL. DPA is
performed by SS/L approved test or DPA laboratories. In general, DPA is
performed on devices defined as non-standard parts.

3.9 Parts Traceability and Lot Control
All flight EEE parts and associated hardware will be traceable to the
procurement lot, screening/test and inspection lot, and to the part
manufacturer. Parts requiring individual serialization for the purpose of
recording electrical performance parameters during screening will have serial
number traceability to test data, lot date code, inspection and wafer lots.

3.10 Receiving Inspection of Parts
Upon receipt of parts, inspections will be performed to ensure quality and
traceability requirements in accordance with the PAPL and other instructions
specified by the Program Parts Engineer.

Receiving inspection of parts will consist of but not be limited to the
following:

a. Sample visual and mechanical inspection. In addition, visual and
mechanical inspection will be performed as part of DPA.
b. Sample Destructive Physical Analysis for applicable part types.
c. Review of data will be performed. For PRF-38535, QML-V, MIL-M-38510
Class S, JANS S, ERMIL parts and ESA/SCC Qualified Parts, only data
package review will be performed.
d. All parts will be handled as ESD sensitive. Special handling
procedures are implemented upon receipt of part for inspection and
continued through installation into equipment.
e. Age control

3.11 Control and Disposition of Nonconforming Parts
All nonconforming EEE parts or part lots are tagged, segregated and locked in
MRB, pending review and disposition by the Parts Material Review Board (Parts
MRB).

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3.12 Problem Notifications/Alerts
Space Systems/Loral and all SS/L subcontractors will initiate and distribute any
problem notifications including alerts received from external sources, regarding
quality and application problems identified during all phases of the program.

3.13 Handling and Storage
Space Systems/Loral and all SS/L Subcontractors will establish and implement
procedures for handling and storage of parts to prevent possible degradation. As
a minimum, the following requirements shall be met:

a. Appropriate measures and facilities to segregate and protect parts
during receiving inspection, storage, and delivery to production
manufacturing
b. Control measures to ensure that electrostatic discharge (ESD)
sensitive parts are identified and handled only by properly trained
personnel, at established ESD controlled stations, using antistatic
packaging, tools and manufacturing techniques
c. Control of environmental factors, such as temperature and humidity.

3.14 Shelf Life Control (relifing)
SS/L implements a system of review for parts which have been within stores for a
period of more than five years prior to issue into the manufacturing
environment. This provides for retest of critical parameters for certain part
types which may be subject to change during the storage period. This system is
documented by our internal operating procedures. For subcontractors, SS/L may
request a similar relifing policy if there are concerns regarding the stability
of parts to be used for the program.

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4. QUALITY ASSURANCE

4.1 Quality Assurance Documentation
A Quality Assurance Program will be implemented to assure conformance with all
applicable quality standards and criteria. This program will be carried out in
accordance with detailed quality assurance procedures, which are documented in
the SS/L Quality Assurance Manuals. Quality Assurance will work closely with
engineering, manufacturing and management to verify that items are built to the
high standards required for space flight.

The quality assurance program includes many specific tasks and responsibilities,
which are summarized in this plan.

4.1.1 Document Review
Quality Assurance will provide review of specific documentation to assure that
all applicable quality provisions are passed to the appropriate performing
organizations.

4.1.1.1 Procurement Documents Review
QA will audit procurement documents to ensure that the program quality
requirements are included or referenced.

b. Verification that all parts are listed in the PAPL and that all
materials are listed in the PAML

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4.1.1.2 Manufacturing Documents Review
QA will review manufacturing routing documentation to ensure the proper
placement of inspection points. Manufacturing documents including work orders,
drawings and procedures are audited by QA before the start of manufacturing to
ensure that all applicable requirements are incorporated.

This audit includes, as a minimum, verification that:

a. The latest revisions of drawings and procedures are present in each
work package, and are approved
b. Inspection Points have been defined
c. Work orders have been approved
d. Only approved Parts, Materials, and Processes are included in the
work package

4.1.1.3 Test Procedure Review
QA will review test procedures to assure that they indicate the Parameter to be
tested, the equipment to be used, the environment in which the test is to be
conducted, and the acceptance criteria. QA will also verify that these documents
are referenced in the planning documentation at the appropriate operational
step.

QA will assure that test data sheets become part of the documentation for record
retention, and contain objective evidence of conformance to the requirements.

4.2 Manufacturing and AIT Quality Assurance

4.2.1 QA Management and Planning
QA activities will be planned, carried out and recorded in compliance with the
project schedule and requirements. The project QA documentation will be clearly
identified and controlled. QA task planning will be initiated by the PA Manager
to be compliant with the overall PA task planning.

4.2.2 Procurement
Necessary procurement control of subcontractors and suppliers will be instituted
based upon clear definition of PA requirements in the applicable Statement of
Work, purchase orders and associated specifications.

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4.2.2.1 Procurement Sources
Subcontractors, suppliers and manufacturers having a quality assurance system
conforming with the appropriate SS/L A requirements will be selected. Formal
surveys of subcontractor, manufacturer and supplier facilities and quality
assurance systems will assure that they are capable of supplying items or
services which meet all quality requirements of SS/L.

4.2.2.2 Subcontractor and Supplier Surveillance
The degree of source surveillance and inspection will vary defending on the
overall evaluation of the product quality, previous performance, facilities and
organization and the magnitude and complexity of the tasks to be performed.
Requirements placed on subcontractors will include a systematic nonconformance
reporting system providing closed loop control to ensure effective analysis and
corrective action.

Reporting documents may be those used in the subcontractor's existing system,
but format and contents must be approved by SS/L. A feedback system for
reporting nonconformances will be initiated and maintained in accordance with
the requirements of the Statement of Work and the Subcontractor Product
Assurance Requirements.

4.2.3 Incoming Inspection
Incoming inspections will be carried out in accordance with the procurement
documents and the applicable engineering and QA requirements. Additional
specific program requirements may be applied by QA instructions which are used
to detail inspection procedures. Each received flight type item is identified on
the incoming inspection report which also serves as a record to provide
traceability to the supplier.

Items that have been source inspected are checked for identification, damage and
evidence of accomplishment of the source inspection. When required at the option
of SS/L (e.g., because of the complexity of source inspected items) further
testing is accomplished.

Critical items and age-sensitive material will receive special attention during
incoming inspection as defined by QA instructions. These instructions will
provide the inspector with all necessary information with respect to detailed
procedures, methods and techniques to be applied.

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4.2.3 Incoming Inspection (Continued)
All acceptable hardware and materials are identified with appropriate inspection
stamps when released by incoming inspection.

4.2.4 Manufacturing and Stores Control
Items manufactured or assembled by SS/L and its subcontractors will be subject
to inspection and test programs to ensure that applicable contract, drawing,
specification and procedure requirements are fulfilled. Quality Assurance will
ensure that the item (or equipment) inspected is compatible with the
configuration indicated on the controlling work order, that controlled documents
are used, and that the inspection records reflect the as-built configuration of
the item produced.

Age-sensitive materials and articles are clearly marked to show when the
lifetime will be expended. Bonded Stores maintains complete records and
identification of age-sensitive parts, materials and supplies. QA surveillance
is maintained for this area, and only conforming items are allowed to enter
bonded stores.

4.2.4.1 Manufacturing Flow Charts and Work Orders
Flow charts (routing flow guides, or RFGS) will be prepared to indicate all
operations during manufacturing and equipment level assembly in sequence. These
flow charts will also identify inspection points (KIPs/MIPs) and approved
processes.

Based on the flow chart, work orders will be issued detailing the manufacturing
flow, serving as well for authorization and control of manufacturing and
assembly steps.

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4.2.4.2 In-Process Inspections
In-process inspections will be carried out in accordance with the applicable
manufacturing documentation to:

a. Verify the use of controlled work instructions (drawing,
manufacturing procedure, work order, process documents, standards)
b. Verify that previous steps on the shop order are signed or stamped
off
c. Assure that process verification samples are provided and
tested/inspected as defined in the manufacturing specification
d. Review workmanship
e. Perform visual inspection
f. Measure parameters as applicable
g. Prove logging of operating times during manufacturing or test for
limited life items as required
h. Determine if environmental conditions are as specified

4.2.4.3 Key and Mandatory Inspection Points
Key and Mandatory Points (KIP/MIP), when required, will be selected and must be
performed with acceptable results before further manufacturing or test. KIPs and
MIPs will be defined in the Manufacturing Flow Chart at the equipment level and
in the Assembly, Integration and Test Plan for system level. Key Inspection
Points will be performed in-house without participation of next higher contract
level. Mandatory Inspection Points require participation of the next higher
contract level.

4.2.4.4 Mandatory Inspection Point Program
a. In-House Items. SS/L Quality Assurance has the full responsibility
of accepting in-house items after review of documentation and
performance of specified hardware inspections. The project PA
Manager is responsible for MIPs follow-up and notification to the
customer when required.
b. Subcontracted Items. The subcontractor's Product Assurance Manager
has the responsibility for MIPs in the subcontractor plant and to
notify the customer in accordance with the Statement of Work.
c. MIPs Location. MIPs will be defined from equipment level up to
system level. They will be performed at the hardware's location.

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4.2.4.5 Workmanship Standard and Certification Program
Manufacturing standards provide workmanship and inspection criteria for
operations to be performed. Where necessary, new or revised standards meeting
design requirements, will be developed to cover any special requirements of the
program. Manufacturing standards are called out on applicable drawings, plans or
procedures and are readily available to manufacturing, assembly, test and
inspection personnel. Certification of personnel will be performed after
nomination by management. Formal certification for specific processes or
operations will be reached by dedicated courses. Verification of aptitude to
perform the work is performed by the Parts, Materials, and Processes Assurance
Department through consideration of capability and experience.

4.2.5 Assembly and Integration Surveillance
Quality Assurance surveillance of assembly and integration activities will
assure that all tasks are accomplished in line with applicable and released
procedures and relevant QA regulations including documentation as required.

4.2.5.1 Inspections
Inspections will be performed in accordance with established inspection
procedures. Results will be recorded either by separate inspection or by entries
in relevant AIT procedures as requested by the inspection procedure and
depending on the complexity of inspection. Any nonconformance detected during
the inspection will be recorded on a nonconformance report and processed
according to the nonconformance processing procedure.

The inspection status will be recorded in the work order documentation and will
be maintained current.

Mandatory Inspection Points, when required, will be performed during the
assembly and integration phase.

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4.2.5.2 QA Surveillance and Audit

Assembly and integration activities will be witnessed or monitored by QA. The QA
tasks will be composed of the following aspects:

a. Checking of plans and procedures with respect to applicability
b. Witnessing/Monitoring of hardware activities and QA acceptance
c. Ensuring implementation and maintenance of lists for hardware
configuration status recordings leading to the final as-built list
d. Ensuring proper handling according to procedure
e. Ensuring adherence to safety provisions
f. Maintaining of cleanliness and contamination control
g. Control of specified environment
h. Maintaining a nonconformance reporting system
i. Verification of correct control of limited life items
j. Recording of activities for traceability
k. Review of the Acceptance Data Package
1. Control of the non flight item list up to the complete removal
before launch.
m. Ensuring only approved parts, materials and processes are used for
hardware manufacturing.

4.2.5.3 Release for Testing
After accomplishment of assembly and integration activities, a final inspection
will be performed prior to release of the hardware for further steps. The
release will be based on the following criteria:

a. Final inspection successfully performed
b. Nonconformance reports are closed or dispositioned to have no
impact on further progress
c. Validation status of the test equipment to be used is acceptable.

4.2.5.4 Test Surveillance
Qualification and acceptance test will be witnessed or surveillance supplied by
QA as required. The QA system will record and report any unusual phenomenon,
occurrence, difficulty and questionable condition.

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a. Ensure that the test procedures are followed and that all test
equipment and facilities used are in accordance with relevant test
documents and test equipment meets metrology control requirements
b. Ensure complete and accurate recording of data and test results
c. Document nonconfomances and their dispositions
d. Stop the test in case of danger for personnel or the item under
test
e. Witness all critical test operations as defined in the shop orders
f. Verify the environmental conditions and prepare preventive
provisions for cleanliness and contamination control.

4.2.6 Log Documentation and Traceability
Manufacturing records will be continuously maintained as manufacturing
progresses. Each end item equipment will have its own complete and accurate
documentation file. This will provide traceability for all manufacturing steps
and for the conditions under which they took place.

4.2.7 Delivery Review
Upon completion of the test sequences and final inspection, a formal acceptance
of the satellite(s) will be performed. A preshipment review will be convened
which will review all relevant data to verify that all specified requirements
have been satisfied, any deviations are properly documented and accepted and,
finally, will authorize the item(s) for delivery.

4.2.8 Metrology and Calibration
Metrology control is implemented to ensure calibrated status of equipment used
for acceptance measurements during formal test such as qualification and
acceptance testing.

The metrology system will be compliant to MIL-STD-45662A or ESA-PSS-01-20.

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Metrology control will be implemented by the SS/L calibration laboratory with QA
verification of appropriate calibration status.

4.2.8.1 Calibration and Maintenance Program

Records of each test equipment tool, gauge model, manufacturer and performance
will be maintained. These records will be used to determine need for corrective
actions. These corrective actions may include calibration period changes,
preventive maintenance or removal of measurement equipment from use.

Each calibrated equipment will be provided with a tag or decal indicating:

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4.2.8.2 Traceability

Individual measurement results must have the ability to relate through an
unbroken chain of calibrations to one or more of the following:

a. U.S. national standards maintained by the National Institute of
Standards and Technology (NIST) and the U.S. Naval Observatory.
b. Fundamental or natural physical constants with values assigned or
accepted by NIST.
c. National standards of other countries which are correlated with
U.S. national standards.
d. Ratio type of calibrations.
e. Comparison to consensus standards.

4.2.9 Cleanliness and Contamination Control
Stores, workshops, test, and inspection areas are equipped to meet required
environmental conditions with respect to temperature, humidity and cleanliness.
A Contamination Control Plan per ASTM E-1548-93 will be prepared when imposed
per program requirements.

When clean conditions are required for working operations related to
manufacturing, assembly, integration and test of hardware, an appropriate clean
area per FED-STD-209 will be utilized.

Additional provisions for contamination sensitive hardware will be provided,
such as:

a. Preparation and application of special handling procedures.
b. Definition of cleaning methods to be employed and specification of
purity requirements of materials used for cleaning processes.
c. Definition of methods to prevent contamination of clean items and
assemblies.
d. Definition of methods for measuring the cleanliness level of
controlled areas.
e. Permissible contamination levels on flight hardware per
MIL-STD-1246 and ASTM E-1548-93.

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4.2.10 Cleanliness and Contamination Control
Stores, workshops, test, and inspection areas are equipped lo meet required
environmental conditions with respect to temperature, humidity and cleanliness.
A Contamination Control Plan per ASTM E-1548-93 will be prepared when imposed
per program requirements.

4.2.11 Tools and Tooling Control
Hand tools, such as crimp tools, stripping tools and torque wrenches, shall be
subject to validation and periodic revalidation. This is done using a Hand Tool
Certification Record (HTCR). The HTCR is initially developed in cooperation with
Quality Assurance. It includes initial certification, as well as recertification
records, and is maintained in custodial work station files where the tool is
used. This is addressed by our internal Product Inspection Instruction PII-1100.

Tools such as molds and mandrels shall be verified either by inspection of the
item against the manufacturing drawing for the tool, or by inspection of the
first article produced by the tool. A Tooling Certification Record (TCR) is used
to document the certification of these tools. The TCR is maintained in the
Mechanical Inspection area files. Detailed procedures for mold and mandrel
certification is provided in PII-1101. Drill templates, assembly fixtures, shop
aids and lead forming die shall be certified and maintained in accordance with
PII-1102 through 1105, respectively.

4.2.12 Ground Support Equipment Control
GSE control is performed to ensure that MGSE and EGSE equipment will be accepted
and released for use with qualification and flight hardware. Tasks to be
performed will be defined an the basis of applicable data packages, the safety
analysis and AIT procedures.

Configuration control of EGSE software and its documentation will be ensured by
the Software Configuration Control organization.

4.2.13 Handling, Storage, Preservation, Marking

4.2.13.1 Handling
During all phase of incoming inspection, manufacturing, assembly, integration
and testing, QA personnel will monitor the handling of hardware items.

Inspections at predetermined points will ensure that all items are adequately
protected against deterioration of quality characteristics by handling.

Special boxes, containers and transportation vehicles will be utilized for items
which are susceptible to handling damage. Special handling equipment and
controlled areas will be provided for proper handling of critical items.

4.2.13.2 Storage Control
Stored items will be protected against contamination, deterioration, damage, or
possible confusion of the items. Adequate safety and cleanliness, preventive
maintenance and age control will be provided. Limited life items will be
specially identified and controlled with respect to shelf life time.

All hardware items will be stored in environmentally controlled areas with
limited access for authorized personnel only. Special storage environments will
be provided if necessary.

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4.2.13.3 Marking and Labeling
It will be ensured by the responsible QA personnel that marking and labeling for
packaging, storage, handling and shipping is in accordance with applicable
specifications and procedures. In general, handling, storage and/or shipping
procedures contain detailed marking and labeling instructions.

4.2.13.4 Preservation and Packing
Preservation and packaging will be accomplished to protect hardware against
deterioration, contamination and damage or degradation during transport and
storage.

Flight hardware will be packed in specially provided containers. These
containers will be designed for the hardware and will take into consideration
any requirement with respect to configuration, fragility and environment.
Components, assemblies and parts shipped separately will be packed in accordance
with the applicable specification.

4.2.13.5 Shipping Control
Shipping activities will be monitored by quality assurance to ensure that items
to be shipped are properly preserved, packaged and identified to prevent
degradation during transport. Documents and records accompanying each shipment
will be verified to ensure conformance with established procedures and
specifications.

Prior to shipping, inspections will be conducted to assure that all quality
requirements are met.

4.3 Quality Assurance During the Launch Campaign

PA tasks will in particular comprise the following tasks:

a. Single point of contact to customer and launch site authorities for
PA matters and safety aspects.
b. Review and approval of test and inspection procedures and any
required modifications.
c. Participation in launch site daily meetings.

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Access privileges at subcontractors' facilities will be specified for designated
QA and Reliability personnel in all program subcontracts, for both SS/L and
customer representatives.

Subcontractor surveillance will be accomplished by performing the following main
tasks:

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4.4.2 Definition of Major and Minor Nonconformances
Nonconformances shall be classified as either major or minor.

4.4.2.1 Major Nonconformance
A major nonconformance is one that departs from contract requirements involving
safety, performance, durability, reliability, physical or functional
interchangeability, use, operation or mass.

4.4.2.2 Minor Nonconformance
Any nonconformance which does not impact any area specified above as major
nonconformances. Generally speaking, it departs from requirements in a matter
which is not significant and does not affect use or operation.

4.4.3 Material Review Dispositions
QA procedures and instructions require that, after each nonconformance is
documented, it receives a review and disposition by authorized personnel.
Nonconforming articles or materials are withheld from further operations while
awaiting disposition by authorized personnel. Disposition of nonconforming
conditions may be accomplished by authorized personnel as follows:

a. If the nonconformance is such that completion of operations or
rework to established drawings, specifications, standards, or
procedures will provide correction, this disposition is recorded
and normal inspection and test operations are carried out during
and after this rework
b. If the article or material is obviously unfit for use, it will be
dispositioned as scrap and procedures followed in identifying,
controlling, and disposing of same
c. If an article or material is found to be nonconforming on receipt,
it may be dispositioned as return to supplier. Copies of all
information describing the nonconformance will be returned with the
articles so that adequate remedial and preventive action can be
taken
d. If articles or material can be repaired in accordance with
manufacturing standards, or other authorized standard repair
procedures, this disposition is recorded along with special
inspections and test operations that are to be carried out during
and after this repair.

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e. If further investigation is required to locate and define the
nonconformance, this disposition is recorded along with
instructions for the investigation.
f. Minor nonconformances that do not adversely affect end-item safety,
reliability, durability, performance, interchangeability, or other
basic contract objectives, may be dispositioned, "use as is". When
this disposition is used, a statement of the reason or
justification will be documented on the NCR.
g. Nonconformances not defined by the above five categories will be
addressed by the MRB.

4.4.4 Material Review Board (MRB)
An MRB will be established for the purpose of dispositioning Major
nonconformances and failures. The MRBs will be responsible for the investigation
of causes and instituting corrective actions including retest programs. The MRB
will:

a. review and evaluate the nonconformance to determine the cause of
nonconformance
b. recheck classification for nonconformance
c. review records of previous similar or identical nonconformance, if
applicable
d. determine a disposition and corrective actions including actions to
preclude recurrence
e. approve procedures for repair, if applicable
f. ensure accurate records of MRB actions
g. define retest requirements, if applicable
h. determine if a Request for Waiver is to be issued to formalize
deviations from the required baseline in case of "use as is"
disposition
i. verify the hardware is flight worthy (has not been damaged by
electrical or thermal overstress . . .)

Unanimous agreement of MRB members is required. Immediate disposition by the MRB
is required to avoid impact on program schedule and cost.

The customer shall actively participate in the disposition of major
nonconformances that have an effect on system level contract requirements.

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4.4.5 Nonconformance Reporting
The nonconformance control system will include written procedures for the
reporting and complete documentation of nonconformances and activities.

SS/L will maintain periodic status summaries of nonconformances and the progress
of their disposition, corrective action and close-out.

4.4.6 Trend Analysis
SS/L will use its system of nonconformance trend analysis to review and analyze
nonconformances for trends and to determine and implement corrective action. The
trend analysis will include a periodic review of open problems across the
program and those from other in-house programs for potential impact.

4.5 Waivers
Waivers serve to identify the areas of noncompliance to contractual requirements
and to obtain formal customer agreement for not meeting these requirements.
Systems or Subsystems Engineering will justify and identify impact of each
nonconformance requiring a waiver. Waiver requests will be submitted to the
customer through the program control and the program manager.

Each waiver request submitted to the customer will include: a unique reference
number; the title or subject; the name of the equipment, requirement, or
performance parameter; a description of the request; a justification of the
request (including the reason); and the date of issue.

4.5.1 Definition of Waiver
A waiver is a written authorization to accept a design or item which before,
during, or after production have been found to depart from specific contractual
requirements.

4.5.2 Waiver Reporting and Approval
Requests for waivers are issued for each noncompliance to the applicable
documents of the contract. Waivers to contract requirements require approval by
both SS/L and the customer. For waiver of nonconformances affecting single
units, the request for waiver and waiver may be processed on the NCR. In this
case, the NCR will remain open until the waiver is granted or denied.

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5. MATERIALS AND PROCESSES

5.1 Scope
This plan establishes the policies applicable for selection and use of materials
and processes in flight equipment, subsystems and systems. The objective of the
Materials and Process Control Program is to assure that only correct, qualified,
functionally acceptable materials and processes are used for flight hardware,
and to assure proper documentation and control of all materials and processes.

The implemented plan ensures the adequacy of all materials and processes for the
intended applications and verifies that the materials and processes comply with
project contractual, design, quality and performance requirements.

This plan provides detailed procedures relative to:

a. Control and approval of materials and processes
b. Selection requirements for materials and processes
c. Standardization to minimize the number of material types used
d. Testing and qualification of new materials and processes
e. Assurance of the proper selection and application of materials.

The same policy is applied within SS/L and at Subcontractors and Suppliers.

5.2 Policy for Control and Approval of Materials and Processes

5.2.1 General
The basic elements for the management of the materials and processes are:

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5.2.1 General (Continued)
The basic objectives are to control the selection, procurement, and
qualification of materials and processes to assure that only acceptable
materials and processes are used, and that the materials and processes are
applied appropriately.

Materials and Process engineers report functionally to the PA manager, and
support the project team to implement these requirements.

5.2.2 Materials and Processes Control Procedures
The review of materials and processes is carried out by the Program Materials
and Processes Engineer (PMPE) assisted, as necessary, by other relevant experts
and specialists (e.g., design, inspection, development, manufacturing, test).
The Materials and Processes Control Board is convened when necessary to evaluate
and disposition problems, anomalies, and failures of materials and processes.

This procedure begins early in the project during initial equipment design and
selection of materials and processes, and continues throughout manufacturing,
test and integration. All materials and processes used on the program, as well
as all materials specifications, must be approved by SS/L Program Materials and
Processes Engineering.

The SS/L Program Materials and Processes Engineer:

a. Verifies that materials and processes lists are representative of
the design
b. Reviews and approves materials and processes lists and documents
the revision level of these specifications
c. Assures that materials and processes are appropriate and
satisfactory for the intended applications
d. Supports investigations into material and process nonconformances
e. Participates in project design reviews
f. Approves the new materials and processes qualification activities
and manages the review and approval of new materials and processes.
g. Reviews and approves drawings, change notice and process documents
to verify correct use of acceptable materials and processes.
h. Reviews processes considered proprietary at subcontractor
facilities, and ensures that adequate monitoring is provided for
these processes.

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5.2.3.1 General
The materials and process lists are the basic documents for the management of
the materials and processes activity. They reflect the current design at the
time of issue and include all the materials and processes employed in the
manufacture of flight hardware. Each material and process is identified, and its
application is defined.

The PAML and PAPrL list all materials used at the highest level of assembly.
Subcontractors are required to submit PAML, and PAPrLs for their equipment.
These subcontractor lists are incorporated into the program PAML and PAPrL.

5.2.3.2 Contents of the Lists
Materials and processes lists are broken down into clear categories to
facilitate locating each item in the documentation.

The lists include the following detailed information for each material and
process used.

For Materials

a. Item number (as the reference of the material in the material list)
b. Precise identification or commercial designation of each material
manufacturer, vendor or supplier, and procurement specification or
standard
c. Processing parameters (finish, temper, condition, cure cycle, mix
ratio, outgassing properties, etc.), location where used, quantity
used and general information on applications
d. Approval status, heritage usage and any comments.

For Processes

e. Item number (as the reference of the process in the processes list)
f. Clear description of the process
g. Manufacturing and inspection, specification reference(s)
h. Use and location at equipment level
i. Approval status and comments
j. Title and revision letter.

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5.2.4 Request For Approval of Material (RFAM) and Process (RFAP)
A Materials and Processes Control Board will review and approve or disapprove
all requests for the use of non-standard materials and processes. The PMPE will
chair the M&PCB. Members of the M&PCB will include appropriate representatives
of engineering and manufacturing when necessary.

If there is a need to use a material or process:

a. that is not space proven, or
b. that has been used on previous space projects but not for the same
application or environment and needs additional qualification
tests, a Request For Approval Material (RFAM) or Process (RFAP) is
required. Previous projects materials and processes lists will be
used to determine if the RFAM/RFAP is necessary.

The following information is provided with the RFAM/RFAP

a. Justification for use of the unqualified material/process (if
necessary)
b. Qualification plans and schedule.

After approval of the qualification plans and schedule by SS/L, the
qualification tests are implemented to demonstrate the conformance to the
project requirements.

Upon completion of these tests, a qualification test report is submitted to SS/L
for approval. The RFAM or RFAP is closed and the materials or processes lists
are revised to add those materials and processes which have been qualified
successfully.

5.3 Selection Policy and Specific Requirements
It is the policy to use only those materials and processes that have been
demonstrated to be suitable for use:

a. By demonstrating satisfactory use on previous space projects with
similar applications and environmental conditions.
b. After qualification by a formal qualification program, and verified
per the RFAM or RFAP.

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5.3.1 Materials
Materials are selected in accordance with all design, quality, and performance
criteria for their intended application.

A materials standardization effort is conducted by the PM&PE to minimize the
number of material types used on the program. The standardization program
restricts program usage to qualified materials, and restricts procurement to
approved vendors for each material. The plan is applied to all flight equipment.

5.3.1.1 General
Materials and processes are assessed by the PMPE. Functional requirements
originate from design or manufacturing engineering. Materials and Process
Engineering identifies and determines process parameters, test methods and
acceptance criteria.

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5.3.1.6 Waived Materials
Materials not meeting all program requirements may be approved for limited
application usage where it is not practical to use a fully approved material.
Some examples are: Materials not compliant with outgassing requirements but
which are functionally required; Materials which cannot be treated in a manner
which would make them acceptable; and materials used in very small quantities so
that undesirable attributes have negligible effects. These situations require
waivers for their inclusion in the PAML, and such waivers, with their
requirements and limitations, will be noted in the material listing.

5.3.1.7 Age Sensitive Materials
All age sensitive materials are identified with an expiration date by receiving
inspection. Test and verification of material properties is performed on
incoming materials and on any age sensitive materials that have passed their
normal expiration date.

5.3.1.8 Limited Shelf Life Materials
Limited shelf life materials are identified, their properties are controlled,
and upon acceptance at incoming inspection, expiration dates are marked on their
containers. Use of expired material will be subject to recertification. The
material may be requalified for specified controlled additional periods subject
to satisfactory evaluation of parameters sensitive to deterioration (mechanical,
chemical, and physical properties).

5.3.1.9 Traceability and Lot Control
All flight materials will be traceable to vendor lot, receiving lot and purchase
order. All age sensitive items will be marked with expiration and scrap dates.
Material lots will be recorded on manufacturing documentation so that full
traceability is maintained.

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5.3.1.11 Fluid Compatibility
Materials that will be in contact with an identified fluid will be compatible
with that fluid. If adequate compatibility data is not available then testing is
performed according to NHB-8060-1, test number 15.

5.3.1.12 Specifications
Each material is controlled by a detailed specification or a standard.
Specifications define the material properties, requirements, test methods and
acceptance criteria.

5.3.2 Processes

5.3.2.1 Selection
Processes are selected on the basis of their compatibility with the materials to
which they are applied, and their proven consistency in achieving the specified
design, quality, and project performance requirements. All processes must
demonstrate acceptable performance with the materials used, and must produce
acceptable, reproducible products.

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a. Processes are defined, controlled and are recognized as suitable
for use under appropriate conditions (environment and cleanliness).
b. Personnel certification requirements are clearly described.
c. Operations are performed by certified personnel where applicable.
d. The process specifications, manufacturing and inspection procedures
include clear acceptance criteria, are formally issued and have
been approved. Subcontractor process specifications are submittable
to SS/L by specific request.
e. All process changes are documented, and must be submitted to SS/L
PMPE for approval prior to being used on flight hardware.
f. Materials associated with the processes are approved and appear on
the materials list.
g. Any changes to approved processes must be reflected by a revision
level change.

Special Processes are those which the quality cannot be completely ensured by
inspection of the end article only. They are specifically identified and
controlled. Process control is ensured by means of adequate procedures and
personnel certification and/or machine certifications.

All processes used at SS/L and by subcontractors are defined and listed in the
Program Authorized Process List (PAPrL). Any new processes must be fully
evaluated and qualified before they are approved for use on flight equipment, by
means of the RFAP procedure.

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6. SOFTWARE PRODUCT ASSURANCE

6.1 General
This section defines and presents the SS/L Software Product Assurance (SPA)
program as it relates to software engineering, quality, and configuration
management.

This program is governed by approved SS/L software operating policies and
standards. These policies and standards are applicable to onboard/flight
software, simulation software, test software, firmware, Electrical Ground
Support Equipment (EGSE), Mechanical Ground Support Equipment (MGSE) and ground
station software.

SS/L's software quality assurance requirements will be implemented and passed
down to subcontractors.

The objective of the SPAP is to define the plans for SS/L, and specifically SPA,
to provide:

a. Assurance that a process, including methods and tools for
developing and controlling software and its associated
documentation, is established and implemented as defined by
applicable plans, policies, and software related contractual
requirements.
b. Objective evaluations of the software, associated documentation,
and the software development process itself.
c. Identification to management as early as possible in the process,
of software related issues/problems, which could affect cost,
schedule, software quality, or software safety.
d. Autonomous Verification & Validation (V&V) of the software and
acceptance/approval for use and release to the SS/L central
configuration management Engineering Data Control (EDC).

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6.2 Software Product Assurance (Continued)
SPA will provide an ongoing evaluation of the software development process and
its associated products through participation, review, and metrics analysis as
described in the SPAP.

6.2.1 Software Product Assurance Resources
SPA engineers at SS/L have computer science degrees and many years of hands-on
experience. The department has a well-rounded educational and experience base,
including formal training and experience as test engineers, software project,
functional management, and process engineering.

Each SPA engineer has access to a networked, personal computer or workstation
with the latest software for word processing, graphics, spreadsheet, database,
metrics analysis, and scheduling. Products created using these tools are
standardized for reuse on new programs to increase productivity and decrease
time-to-delivery.

SPA also has access to a company-wide database for problem tracking and metrics
analysis. These tools provide close to real-time review and data collection that
is combined at the company level to track cost of quality within SS/L.

6.3 Software Development Life-cycle
SPA will ensure that software development follows a life-cycle that is divided
into phases with each phase representing a "quality gate." Criteria for
successful completion of a phase will be reviewed to ensure successful
completion. Typically, the completion of a particular phase will allow
progression to the next, however phase overlap can occur without affecting
software quality.

6.3.1 Software Development Resources
Software engineering at SS/L uses state-of-the-art networked personal computers
and workstations, CASE tools, test tools and management tools to estimate, plan,
develop and test software in a highly proficient manner producing high quality
products proven repeated on many successful programs. Software Product Assurance
is an integral part of this networked environment and plays a vital role from
requirements analysis to contract end.

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6.4 Reuse of Software
In the case of already developed software reused without modification, SPA will
verify that the software and software documentation is controlled per SS/L
policies. Software that will be reused on a particular program will be
appropriately identified and controlled prior to the critical design review.

For reused software that is to be modified, SA will ensure that all changes are
documented and traceable and that the required regression testing/qualification
takes place. This will be done by returning to the appropriate life cycle phase
of development for the affected part and performing the needed Software
Engineering, Configuration Management and Software Assurance tasks as prescribed
in the approved software program plans.

6.5 Software in Logical Devices
Software that will eventually reside in EPROM/ROM will be developed and
controlled in the same manner as any other software. Once the software is loaded
into the hardware/firmware device, the device will be controlled the same as any
other hardware device.

6.6 Commercial Off-The-Shelf (COTS) Software
COTS software (e.g., compilers, development tools, analyzers, etc.) will be
evaluated for the following aspects:

a. Adequate documentation and conformance to established project
requirements
b. Capability of the supplier/vendor to provide support throughout
project life and operation
c. Usage and correctness

COTS software and application-derived software that is used in the testing of
deliverable products shall be controlled by version in accordance with internal
procedures. In addition, version numbers shall be printed on test results or
documented in another approved method (e.g., log book) to ensure
version-to-serial/lot number traceability.

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6.7 Software Configuration Management
Software Product Assurance will ensure that a compliant Software Configuration
Management (SCM) program is documented and implemented to identify, track, and
control each software item and associated product. SPA will participate in the
change and approval process and will periodically evaluate the complete SCM
program for compliance to requirements.

6.7.1 Problem Reporting and Corrective Action
Software problems, changes and enhancements will be documented on approved
Software Problem/Change Reports (SPCRs) throughout the software development
lifecycle. Outstanding SPCRs will be addressed at each software phase review
(when passing a "quality gate") and at the test readiness evaluation meetings.

6.8 Software Metrics
Software Product Assurance shall implement a software metric program tailored
for each contract. This capability shall be described in the Software Product
Assurance Plan.

6.9 Software Subcontractor Control
Software Product Assurance will ensure Statements of Work (SOWs) to
subcontractors contain the appropriate software quality requirements and
flowdown. The required tailored, software quality program will be reviewed with
the subcontractor for understanding.

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6.9 Software Subcontractor Control (Continued)
SPA will evaluate the subcontractors' software engineering/development process
and provide approval/disapproval to Procurement QA for adding to the SS/L
Approved Supplier List (ASL). If the required process is found lacking, Software
Product Assurance may assist the subcontractor toward achieving approval.

Periodic evaluations during the software development life cycle will be
performed by the SATM in accordance with the program Subcontractor Product
Assurance Plan (SH-E032894) and the program Software Product Assurance Plan.

As necessary, the SS/L SPA organization will review software documentation and
witness/monitor software qualification to ensure the correctness of the supplied
product.

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7. SYSTEM SAFETY PROGRAM

7.1 General
The spacecraft, its relevant Ground Support Equipment at the launch site and
Launch Site Operations, will be designed in compliance with the safety
requirements applicable at the chosen launch site and in accordance with
TR00764, SS/L Environmental Health and Safety Procedures Manual.

7.2 Objectives

The objectives of the safety activities are:
a. To identify and either eliminate or control the hazards associated
with the spacecraft as defined in the applicable Range Safety
Regulations.
b. To establish an orderly safety documentation process.
c. To coordinate spacecraft safety and occupational safety activities.
d. To document compliance with Range Safety Regulations.

7.3 Safety Responsibility
The responsibility for functional safety extends from the top level down through
the line organizations. A major objective during the operational phase is to
assure compliance with safety requirements and to assure safe launch operations.

A Safety engineer, within the program PA organization, will be responsible for
identification of safety controls.

Product Assurance personnel verify compliance with safety aspects:

a. in design concept during design and development phases
b. in design drawings during production
c. in procedural documents during the build-up and checkout of the
hardware.

7.4 Launch Site Operations
A launch operation manager will manage the spacecraft launch activities at the
launch site. His responsibilities include build-up and checkout from equipment
arrival until departure. He ensures that operations are in compliance with the
launch range regulations.

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7.5 Safety Requirements
Safety requirements will be in accordance with the applicable documents listed
in paragraph 1.1.1.4. Compliance with specified requirements and criteria will
be verified during the safety analytical process.

7.6 Hazard Analysis
Hazard analysis provides a description of potential hazards associated with
spacecraft element operations or interfaces. They include guidelines for the
elimination and/or control of hazards.

The Range Safety program will be composed of individual safety programs for each
of the elements plus an integrated system analysis effort, which will serve to
tie together, direct, and manage the total program and the interrelationship
among its elements. The environments and mission phases will be taken into
account as soon as possible for the early analyses.

The results of the analyses may be presented on hazard report forms.

7.7 Safety Assessment
The satellite design will be reviewed in light of compliance with the safety
requirements applicable at the chosen launch site.

7.8 Integration and Test Operations Safety
The integration and test program will be implemented for testing flight hardware
prior to integration with the launcher. The spacecraft will be assembled and
receive a complete system production acceptance test before shipment to the
launch site. The GSE components will be acceptance tested and following
verification will be utilized with the flight system at the launch site. All
integration and test activities occurring at SS/L facilities will be in
accordance with TR00764, SS/Ls Environmental Health and Safety Procedures
Manual.

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Launch site checkout operations include system testing of both the satellite and
GSE individually and the final integrated system testing.

The AIT Subcontractor will control integration and test operations extended up
to that point when the spacecraft will commit for launch. During the assembly
and test operations, the AIT Subcontractor's safety functions, consisting of
system safety and occupational (Industrial) Safety, maintain an active role in
the manner described below. The two safety functions complement each other to
provide safety in design and safety in operations.

7.8.1 Safety Reviews, Test Planning and Data
Product Assurance reviews test documentation to ensure that test procedures
directing hazardous operations reflect conformance to safety requirements for
the protection of personnel, facilities, and equipment, and to ensure that the
hazards associated with the conduct of the test are minimized. System Safety
reviews test results to determine any anomalous conditions that impact the
safety of the design under consideration and to assure compliance with safety
criteria.

7.8.2 Safety Monitoring of Tests/Operations
Environmental Health and Safety monitors in-plant operations designated as
hazardous. The occupational safety activity augments the inspection function to
ensure an understanding of, and adherence to the safety requirements related to
the operations and to safety operation procedures.

7.8.3 Safety Review of Procedures
Environmental Health and Safety at the launch site works closely with operations
personnel in the development of procedures which are used for the prelaunch
integration and checkout of the systems. The procedures containing hazardous
operations will be reviewed. In addition, those procedures must be reviewed and
approved by Range Safety.

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7.9 System Safety
The system safety element of SS/L safety programs encompasses operations at SS/L
facilities and at the launch site. In general, the following activities will
reflect SS/L occupational safety program:

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7.10.2 DELTA Launch - Safety Data Submittal
SS/L will perform system safety hazard analysis for the spacecraft, ground
equipment and operations, and provide those analyses in a system safety data
package to MCDONNELL DOUGLAS SPACE SYSTEMS COMPANY (MDSSC). Sufficient data will
be provided to confirm compliance with the applicable safety requirements and
concurrence with hazard analysis results. Those analyses will support
development of the Missile System Prelaunch Safety Package (MSPSP) required for
safety approval of the spacecraft design, tests and launch activities. The MSPSP
which may be written by MDSSC, is the data package which describes the launch
vehicle, the payload and its hazardous subsystems and operations. Parts of this
document summarize the system safety analyses for the spacecraft and include
analysis of the spacecraft to launch vehicle interfaces. The MSPSP also includes
information concerning all hazardous tasks accomplished during payload
processing. Safety Working Group and Technical Interchange Meetings will be held
to ensure exchange of the safety data necessary to verify compliance with range
safety requirements.

Those analyses will support development of the Missile System Prelaunch Safety
Package (MSPSP) required for safety approval of the spacecraft design, tests and
launch activities.

Parts of this document summarize the system safety analyses for the spacecraft
and include analysis of the spacecraft to launch vehicle interfaces. The MSPSP
also includes information concerning all hazardous tasks accomplished during
payload processing. Safety Working Group and Technical Interchange Meetings will
be held to ensure exchange of the safety data necessary to verify compliance
with range safety requirements.

The spacecraft MSPSP, written by SS/L, is the data package which describes the
payload and its hazardous subsystems and operations. Lockheed-Martin also
develops a MSPSP which describes the launch vehicle and its hazardous subsystems
and operations.

The MSPSP is formally approved by the 45th Space Wing (SPW).

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7.10.4 PROTON Launch - Safety Data Submittal
The hazard analyses and system safety data for launch from the Baikonyr
cosmodrome on the Russian Proton launch vehicle will be submitted in phases
similar to the procedure used for launch an ARIANE from CSG. The Lockheed
Krunichev Energia (LKE) Proton Users Safety Guidelines document is being
tailored and implemented for launch of Temp FM-1. A similar procedure will be
followed for all subsequent launches of commercial communications satellites on
the Proton launch vehicle.

7.10.5 Long March Launch - Safety Data Submittal
The safety data submittals for launch from Xichang, China on the Long March
launch vehicle will also be patterned after the ARIANE CSG procedure except that
the data flow will be more selective. SS/L will also take a more active role in
the pre-launch ground operations safety control at Xichang than other launch
bases.

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8. SUBCONTRACTOR SELECTION AND CONTROL
Product Assurance activities by the SS/L subcontractors will be governed by SS/L
Specification No. E032894, Subcontractor Product Assurance Requirements and the
associated Statement of Work (SOW). For subcontracted items which are in
continuing production from previous programs, earlier versions of the
Subcontractor Product Assurance
Requirements may be used.

8.1 Subcontractor Selection
SS/L will select subcontractors by assessment for those subcontractors not yet
selected at the time of contract award. A part of this assessment will be an
evaluation of the Subcontractor Product Assurance Program, including the
compliance to SS/L's product assurance requirements. SS/L will support these
evaluations by performing pre-award quality surveys as appropriate.

Subcontractors must demonstrate compliance with our requirements by means of
objective criteria such as materials and processes lists, history of successful
past performance for equivalent applications, and acceptable documentation and
quality systems.

8.2 Subcontractor Control
The purpose of subcontractor surveillance is to ensure that PA requirements
including configuration requirements are met by the subcontractors during
design, procurement, manufacture, assembly, and test phases.

The SS/L PA Program Manager will have overall responsibility for subcontractor
surveillance and will have direct contact with the subcontractor's PA managers.

When program activities commence, subcontractor performance will be monitored by
means of resident or visiting QA personnel, reliability and QA monitoring of
test discrepancy reporting, review of analyses and corrective action, approval
of parts screening and test specifications, approval of reliability analyses,
and review of other design documentation and deliverable items.

QA will also monitor performance of subcontractors by periodic audits. Audits
will verify continued compliance with invoked requirements, and will evaluate
the effectiveness of the subcontractors Product Assurance systems.

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Access privileges at subcontractors' facilities will be specified for designated
QA and Reliability personnel in all program subcontracts, for both SS/L and
customer representatives.

Subcontractor surveillance will be accomplished by performing the following main
tasks:

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9. FAILURE REPORTING, ANALYSIS AND CORRECTIVE ACTION SYSTEM (FRACAS)
The SS/L PA system includes a coordinated method for internally reporting
failures and discrepancies from receipt of material through spacecraft launch by
means of a closed loop system that ensures effective analysis and corrective
action for hardware, software, processes and all other problem areas.

9.1 Scope of Failure Reporting
The PA FRACAS will monitor all nonconformances and failures from receipt of
material through launch of flight equipment. This includes all SS/L documented
nonconformances, and failures of both SS/L and subcontractor-supplied hardware
material and software.

The following functions will be performed at various levels:

a. Nonconformance summary reporting and review will be conducted on a
program and on a functional area basis. This effort will be
performed utilizing the Product Assurance Information System (PAIS)
and will encompass reporting and review of all Nonconformance
Records (NCRs). This effort will include the identification and
analysis of nonconformance trends. Nonconformances summary
reporting provides an overview of MRB and Quality Control (QC)
actions on all nonconformances, except for powered test failures
and failures of mechanical items which are addressed by the Failure
Review Board (FRB).
b. Failure reporting summarization and review will be performed on all
MRB- level nonconformances defined as requiring FRB. These failures
are defined to be those associated with all powered electrical and
mechanism tests on spacecraft qualification, protoflight, flight,
critical items, and life test equipment. Failure of system test
equipment (STE) and spacecraft handling equipment (SHE) will be
reported and reviewed if the failure occurs while the STE or SHE is
connected to flight hardware. These failures are entered into the
NCR on-line database using PAIS. Each failure will be reviewed by
the program FRB chairman. The disposition of the hardware falls
under the purview of the applicable MRB, but the final decision for
closure of the report and the final corrective actions are the
responsibility of the FRB chairman and board members.

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9.1 Scope of Failure Reporting (Continued)
c. Corrective action review will be conducted on an on-going basis.
This review will utilize the following databases:

a. SS/L nonconformance reporting will start at receipt of material for
all items.
b. SS/L failure reporting will start at the functional test level for
all items. Functional test level is defined as the first powered
operation of a module or the first operation of a mechanism.

9.1.2 Subcontracted Items
Subcontractors shall provide nonconformance, failure and corrective action
reporting as required by their SOW from SS/L and as described in the SH-E032894
Subcontractor Product Assurance Requirements. Nonconformance and failure
documentation formats may be those used in the subcontractors existing systems,
but their content must be approved by SS/L prior to use. Formal failure reports
shall be submitted to SS/L for failures that occur during testing to
SS/L-approved test procedures.

9.2 Definition of Nonconformances
See Paragraph 4.4.1.

9.3 Definition of Failure
A failure will generally include, but not necessarily be limited to, an
occurrence of any of the following conditions as they are detected starting at
first powered operation at the module or higher level, or first operation of an
item of mechanical equipment.

a. Equipment performance is beyond the limits of the test
specifications or test procedures. (Allowances shall be made for
test instrument accuracy as specified in the specification or
procedure.) Even though these conditions may not result in a
classical failure of the hardware per se, such conditions are
repeated in the same manner as other failure categories

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9.7 Cost of Quality Reporting
The Cost of Quality is reported as defined in MIL-STD-1520C. The cost of scrap,
rework and repair is reported weekly to management. The cost of "use as is" and
"return to vendor" can also be supplied to management when requested.

9.8 Failure Analysis
A detailed failure analysis will be performed on items (piece parts modules,
etc.) submitted for failure analysis as necessary to determine the cause of
failure. Items submitted for failure analysis will undergo electrical and/or
mechanical testing to verify their failure and determine their failure mode. The
analysis shall proceed until either the failure cause has been determined or all
reasonable avenues of investigation have been explored. Failure analysis reports
will be prepared and will contain photographs of significant observations and
all pertinent data associated with the analysis. All failure analysis data will
be contained in the Parts Physics Laboratory (PAL) database for trending and
review.

9.9 Failure Trend Analysis
All problem specific information such as part identification numbers,
environments, test levels, failure levels, failure sources, cause codes,
relevant dates and other selected data inherent in nonconformance summary
reports, the PPL database are compatible with elements of the PAIS system and
permit computer-assisted failure trend analysis from a single data base system.
Follow-up action an all failure trends will be pursued on a case-by-case basis.
All failure trend analysis efforts will consider both program-unique problems as
well as those which may be common to other SS/L programs.

9.10 Failure Review Board (FRB)
It is the function of the FRB to review MRB actions regarding failures to ensure
that the failure is fully defined, its cause(s) identified, and that corrective
action taken to resolve the failure is adequate to prevent its recurrence. The
FRB for each program will generally contain permanent membership representing
the various engineering, manufacturing, flight assurance, and program
organizations. These representatives are senior personnel who are empowered to
act for their organizations and commit resources as required to resolve problem
situations.

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The formal FRB process requires the detailed review of each open FRB problem and
all actions of the MRB with respect to the determination of the specifics of the
problem, its cause, and the corrective action taken. Each open problem is
reviewed monthly by the FRB for status. Trend analysis is performed using the
data systems available to the FRB. The FRB will issue CNs when additional
information/action is required or to initiate additional analyses to resolve
each problem. Closure of problems requires unanimous approval of the FRB. Before
close-out of the problem, verification must be made that remedial and preventive
actions have been accomplished on both the affected hardware and the hardware or
software design (as verified in test), and that the change effectivity on other
identical items has been established. The FRB chairman is responsible for the
closure of the problem and its transfer to the closed section of the Failure
Summary Report, once such approval is obtained.

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10. RADIATION

10.1 Total Dose Effects
* The total dose effects analysis shall demonstrate that all circuits are
designed so that all parts can withstand the specified radiation levels for this
period. For non geosynchronous environments, displacement damage effects as well
as total dose effects shall be considered in the spacecraft design.

A Space Radiation Engineer will interface with System Design Engineers, Parts
Procurement Engineers, Mechanical Design Engineers, Reliability Engineers, and
persons from other relevant disciplines, to assure acceptable radiation design
and implementation for the program.

1. Validate the radiation database that will be used for
Worst-Case Analyses
2. Define which parts will be subjected to radiation
characterization and Radiation Lot Acceptance Tests
(RLAT)
3. Establish the hardness level of each active part, and determine
its acceptability based on radiation hardness level.

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10.2 Single Event Effects
The spacecraft shall be designed to survive single event effects produced by
interactions with cosmic rays, solar flares and high energy trapped protons
associated with transfer and operational orbits.

The Single-Event Effect (SEE) analysis shall demonstrate that circuits are
designed to be fault tolerant to single-event effects.

The approach to single-event hardness will include:
a. Single-event latch-up (SEL) acceptance rules
b. Single-event burn-out (SEB) and single event gate rupture (SEGR)
acceptance rules
c. Definition of the single event upset (SEU) rate calculation methods
d. Definition of SEE evaluation tests (e.g. particle source, test
set-up, software)
e. Analysis of test results and SEE rate estimation
f. Distribution of SEU rates for SS/L characterized parts
g. Review of SEE analysis performed by each subcontractor (at PDR and
CDR levels) in order to ensure that the equipment is SEE fault
tolerant
h. Determination of the SEE rates for the units, and the consequence
to the system.

The following documents will be issued:

Spacecraft cosmic ray and proton environment description

Summary of single event evaluation

10.3 Parts Radiation Selection
Parts shall be selected which can survive the radiation environment of the
specified mission.

The parts program shall have provisions for radiation evaluation, including the
evaluation of radiation induced latch-up, single event effects, and total dose
effects, as well as displacement damage effects for non geosynchronous missions.
Particular attention shall be given to the low dose rate effect on electronics.

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10.3 Parts Selection (Continued)
CMOS and other MOS components shall be procured as radiation hardened devices
whenever hardened versions of the parts are manufactured. The minimum allowable
level of radiation hardness shall be 25 krads (Si) for Geosynchronous
satellites, unless exception is granted by SS/L. Any active components that
cannot meet their specifications after exposure to 100 krads (Si) shall require
the approval of the SS/L Parts Control Board (PCB) for use.

Parts shall be subject to radiation testing on each lot procured if they are
used in sensitive applications, have exhibited lot-to-lot variations in
radiation tolerance, or if they have a radiation tolerance of less than 25 krad
(Si) in their specific circuit application.

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o To ensure that adequate definition and control of design and
equipment configuration are maintained during all phases of the
project.
o To manage and control the design of the spacecraft throughout the
program, including design and contract changes.
o To control the as-designed assignment of equipment if applicable.
o To verify that the manufactured as-built configuration of hardware
corresponds to the configuration described in the released
documentation.

Configuration control will ensure that all initial designs are provided in the
as-designed configuration and will reconcile, at the completion of
manufacturing, the as-designed and the as-built configuration.

11.2 Configuration Identification
Configuration Management is responsible for the maintenance of all program
documentation. A configuration identification system is established by
providing:

o Specification of necessary configuration identification and control
requirements on subcontractors and suppliers.
o Definition of spacecraft performance and design by a system of
specifications and drawings.
o Configuration traceability from the co-component level to the
system level.
o Establishment and maintenance of design baseline documentation.

11.2.1 Identification Method
A unique part number or material designator is assigned. QA inspection
instructions call for verifying this designation before the completion of
inspection. A box code system (reference designator) derived from the Work
Breakdown Structure (Hardware Tree) permits a bottoms- up/top-down assembly
flow. Design standards and drawings specify the method of application and
location of identification numbers. They also define the type of marking such as
ink nameplates, decals, or other media such as printing and silk screen.
Document checkers review and approve all drawings for correctness in applying
the notes to invoke these standards.

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11.2.1 Identification Method (Continued)
Logs are maintained by production control to record the sequential assignment of
serial numbers when drawings indicate a serialization requirement. Drawings,
specifications, and other technical data, either of the new design areas or the
recurrent ones, will be controlled through program reviews, key points, review
boards, or test readiness reviews in order to ensure that the quality
requirements of the program will be met in a timely and economical manner.

11.2.2 Retrieval of Records
Drawings, parts/materials lists, shop orders and inspection records carry the
assigned identification numbers, including serial numbers where required. These
records are contained in, or referenced in, the end item documentation packages
and are sent to Configuration Management for accounting and file retention. From
the accounting records the major components of each end item are identifiable
and traceable.

11.2.3 Document Distribution
A procedure for controlling distribution of copies of documents used for
manufacture or test is implemented; the system shall ensure that changes to
released documents are routed directly to all personnel who are performing
functions that may be affected by the change.
documents in the item specifications.

11.3 Configuration Control

A configuration control system is established to provide:

a. Continuous document control of the spacecraft configuration at all
levels of hardware assembly, integration, and testing
b. Control of interfaces
c. Establishment of a baseline of configuration documents following
completion of reviews by providing controlled release of
documentation.
d. Effective integration of approved changes and systematic control of
departures from the baseline configuration

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Approval of manufacturing documentation, and of changes thereto, is done by the
SS/L Drawing Review Board (DRB). This documentation is subsequently officially
released and distributed by the SS/L Engineering Data Control (EDC). Each
program management organization may also elect to participate in the
authorization of changes which affect that specific satellite program.

The change control system thus ensures review of all changes to specifications,
drawings, and procedures to verify the effects on technical performance,
interfaces, reliability, safety, operations, logistics, cost, and schedule.

Configuration Management will control documentation in close relationship:

o With the PA Manager for non-conformances and requests for waivers
o With Systems Engineering for evaluation of the impact of waivers
o And with Project Control for contractual aspects of deviations or
waivers.

A Change Review Board (CRB) will be organized at the responsible contractor
premises.

Generally, Systems Engineering will be responsible for classification and
technical evaluation of changes; Quality Assurance and Configuration Management
concurrence is also required.

11.3.5 Engineering Change Proposal
An ECP is issued by CRB if the proposed CR has an impact on any contractual
document.

11.3.6 Change Request and Engineering Change Proposal
Class 1/Class A change proposals are established using a standard ECP format.
All other changes will be documented on the internal company format addressing
the following:

11.3.7 Configuration Release
The purpose of Configuration Release is to establish a control point in the
organization that will maintain the current issue of engineering documents.

The system shall provide control of all changes to released documentation. As a
minimum, the following functions shall be performed:

o The verification of required approvals, and other criteria,
required for release
o Maintenance of the originals, or master copies, of each released
document in a file with controlled and limited access, thus
ensuring document integrity
o A system of release records that prevents duplication of assignment
of document numbers or revision letters, and provides for
sequential assignment of revision letters (or numbers).
o A positive marking placed on each document to identify released
documents, as distinguished from those not released.

11.4 Configuration Status Accounting
Configuration Status Accounting is established to record and report
configuration information. Reports include the status of proposed changes to
configuration, and the implementation of approved changes.

From the accounting records, the major components of each end item are
identifiable and traceable.

Visibility of subcontractors is obtained through audits, reviews, deliverable
documentation, and key points reports. Status of the proposed changes to
configuration and the implementation of approved changes are maintained by
Configuration Management.

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11.4.1 Verifications
Verification is performed to ensure that the manufactured as-built configuration
of hardware corresponds to the configuration described in the released
engineering as-designed documentation.

Differences identified between the as-designed and the as-built configuration
will be resolved during reconciliation, before final acceptance for each
configured item and higher level assembly. Any noncompliance will be
dispositioned either using the waiver procedure or the non-conformance
procedure.

11.4.2 As-built Configuration List
The as-built configuration list identifies any difference between the documented
design at the time of delivery of the item and its built status. The data are
included in the acceptance data package together with relevant inspection
reports that confirm compliance of as-designed and as-built configuration.

11.4.3 Configured Items List
A Configured Items List will be developed for each spacecraft.

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CD RADIO DARS SYSTEM

EXHIBIT D

TEST PLAN

21 JULY 1998

FINAL

Prepared for
CD RADIO INC.
1180 Avenue of the Americas
14th Floor
New York, NY 10036

THIS DOCUMENT CONTAINS DATA AND INFORMATION PROPRIETARY TO SPACE SYSTEMS/LORAL.
THIS DATA SHALL NOT BE DISCLOSED, DISSEMINATED, OR REPRODUCED, IN WHOLE OR IN
PART, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF SPACE SYSTEMS/LORAL.

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xii

SECTION 1 -- INTRODUCTION

1.1 SCOPE
This Program Test Plan (PTP) defines the development, qualification,
protoflight, and acceptance tests that shall be performed on the spacecraft.
Where equipment has previously been qualified on another program, such as
Intelsat VII/VIIA and Tempo, qualification testing shall not be repeated. Also
included in this plan are the test plans for launch base activities and in-orbit
test. This document shall serve as a guideline, and as such, details may be
negotiated between the Purchaser and SS/L.

1.2 TEST PLAN OBJECTIVES AND PHILOSOPHY

1.2.1 OBJECTIVES
The objective of the PTP shall be to assure with a high confidence level that
the spacecraft as delivered on-orbit shall satisfy its mission requirements.

1.2.2 TEST PHILOSOPHY, SPACECRAFT LEVEL
The spacecraft-level test requirements specified herein reflect a
protoflight-based test program. The first spacecraft subjected to the test
program shall be designated as the protoflight model (PFM) to serve as both a
qualification model (QM) and flight model (FM). Accordingly, this spacecraft
shall be subjected to tests that combine elements of qualification and flight
acceptance testing. The spacecraft shall be qualified during the protoflight
tests to the maximum extent possible without exposing the spacecraft equipment
to conditions that would degrade its performance or endanger its reliability to
perform its mission. Subsequent spacecrafts shall be designated as FMs and shall
be subjected to acceptance-level tests.

Finalization of To Be Confirmed (TBC) and To Be Defined (TBD) parameters shall
be mutually agreed between CD Radio and SS/L.

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1-1

SECTION 2 -- GENERAL REQUIREMENTS

2.1 DEFINITIONS
The following definitions apply to the terminology used in this Program Test
Plan (PTP).

2.1.1 DEVELOPMENT TESTS
Development tests are those tests performed to demonstrate and confirm design
feasibility by using breadboard and/or Engineering Models (EMs). Development
tests will be executed where there is potential for technical problems that may
adversely affect the program schedule. Components used in the models may not be
of flight standard.

2.1.2 QUALIFICATION
Qualification consists of demonstration by analysis or test or both that an item
designed and built to a defined standard will meet its performance requirements
for its specified lifetime over the complete range of expected environmental
conditions. Such a demonstration can be achieved by taking, one flight item of
hardware and successfully subjecting it to test levels exceeding its expected
environment.

2.1.3 PROTOFLIGHT SATELLITE
The first flight satellite is intended as a medium for system or subsystem
qualification. The equipment designated for the protoflight satellite is
designated protoflight equipment. Equipment requiring qualification shall be
subjected to protoflight level tests prior to installation on the satellite.

2.1.4 ACCEPTANCE
Acceptance consists of determining that equipment, articles, or materials are
acceptable regarding design standards and workmanship, and demonstrating that
they perform satisfactorily to their requirements over the range of expected
flight environmental conditions. The item will have been previously qualified
using essentially identical qualification hardware.

2.1.5 TEST PROCEDURE
The Test Procedure is a detailed document giving precise step-by-step details
for running the test. The Test Procedure will be prepared in accordance with
this PTP and is subject to the review and approval of all relevant areas of the
SS/L organization before the test is started. The test procedure will contain
test objectives, test methods, test setups, fixtures/jigs, test equipment,
applicable drawings/documentation, and major test specifications with pass/fail
criteria.

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2.2 TYPES OF TESTS

2.2.1 QUALIFICATION TESTS
The purpose of the qualification tests is to demonstrate design adequacy and
that performance and safety of the equipment meets specified levels over the
expected range of operating conditions and environments, with a predetermined
margin.

To identify the degree to which qualification testing is required, each unit on
the satellite is classified according to the following categories:

a. CATEGORY A. All units designed, and requiring qualification,
specifically for this program. In instances where equipment is
subjected to qualification tests that do not jeopardize mission
requirements, such equipment may be used on the protoflight or
flight satellite.

b. CATEGORY B. Units derived from equipment developed and successfully
qualified for other programs, but with design, fabrication, and/or
control procedures, or with parts and materials that must be
changed for this program. Such units may be qualified by a "delta
qualification" program.

NOTE: "Delta qualification" is defined as the application of
sufficient tests to qualify the portions of the design or
requirements that have chanced since the original qualification.

c. CATEGORY C. Units developed and successfully qualified for previous
programs, and whose design, fabrication, and control procedures, as
well as parts and materials, need no modification for this program,
but are subject to more stringent specifications for use in this
program (e.g., higher performance, environmental specifications). A
unit may be included in this category if it has been qualified to
environmental levels that are equal to, or greater than, the
satellite's expected flight environment, but less than the
satellite's qualification test levels. Such units may be qualified
by a "delta qualification" program.

d. CATEGORY D. Units developed and successfully qualified for previous
programs, and whose design, fabrication, and control procedures, as
well as parts and materials, can be used for this program without
modification and whose application in this program exposes them to
environments and requires performance, reliability, and life
consistent with the qualification requirements of the program.

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2.2.2 LIFE TESTS
All equipment susceptible to noticeable wear, degradation, fatigue, thermally
induced creep, or preload induced creep during its projected lifetime (including
time for fabrication storage, ground testing, and flight) is subjected to life
tests under conditions representative of those experienced in-orbit and during
ground testing. Table 2.2-1 gives a complete list of life test items.

TABLE 2.2-1. UNIT LIFE TEST SUMMARY

*

2.2.3 PROTOFLIGHT TESTS
The protoflight satellite will be subjected to protoflight tests that, as a
minimum, satisfy the requirements in this PTP. The first of each unit classified
as Category B and/or C will be subjected to protoflight tests prior to
installation on the protoflight satellite. Subsequent units will be subjected to
acceptance tests.

The protoflight tests will be such as to demonstrate design adequacy and
workmanship. However, care will be taken not to overstress equipment in ways
that would degrade performance or long-term reliability of equipment. Equipment
that has successfully passed its protoflight tests will be considered

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flight worthy. Completion of the protoflight test will satisfy the
delta-qualification requirements for units and subsystems in Categories B and C.

2.2.4 ACCEPTANCE TESTS
All flight satellites and their units and subsystems will be subjected to
acceptance tests that, as a minimum, satisfy the requirements in this PTP. The
tests will verify the quality of workmanship and the performance of the
equipment. The test conditions will ensure that the equipment is exposed to
environments at least as severe as those in flight, considering uncertainties
and tolerances in the test environment parameters.

2.2.5 DEVELOPMENT TESTS
The purpose of development tests is to verify, as a complement to the design
analyses, that the design of the satellite hardware, parts, materials, and
processes used for equipment fabrication, and the method used to control its
quality, are adequate. Development tests may be conducted at unit, subsystem, or
satellite level, if needed.

Given the high level of maturity of the satellite design, no development testing
is necessary.

2.3 DOCUMENTATION
All qualification, protoflight, and acceptance tests will be performed in
accordance with this PTP and detailed procedures. Qualification test reports
which form a basis of "qualification by similarity" shall be made available for
custom review at SS/L.

Results of performance and environmental tests will be provided in summary form
to the customer. Detailed test data will be available for customer review at
SS/L.

All unit data that is "carried up" to system level will be deliverable.

2.4 FAILURES AND RETEST CRITERIA
If during any qualification, life, protoflight, or flight acceptance test, any
article fails to meet any of its prespecified performance objectives or any
anomaly occurs with the test article or the test equipment that necessitates the
interruption of the test, SS/L will undertake corrective action. Such corrective
actions, including the extent to which the test is to be repeated, will be
documented in accordance with the applicable Quality Assurance procedures.

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SECTION 3 -- TEST CONDITIONS

3.1 GENERAL TEST CONDITIONS

3.1.1 AMBIENT ENVIRONMENT
Unless otherwise specified, all tests shall be performed at an atmospheric
pressure of between * of mercury, a temperature of between *, and a relative
humidity of *. Where tests shall be performed with atmospheric conditions
substantially different from the specified values, proper allowances for changes
in instrument readings shall be made to compensate from the deviation for the
specific conditions.

3.1.2 ZERO GRAVITY
Tests of the spacecraft conducted on the ground shall, of necessity, be
conducted in a l-g field, whereas actual performance requirements shall be
achieved in a zero-g field. In the case of performance tests in which the
gravitational field is a significant factor, the test design will minimize or
eliminate the gravity loading effect. Testing of deployable devices affected
shall, as far as possible, simulate zero-g through the use of fixtures or test
aids. Large area antenna reflectors shall be supported for performance tests in
such a way as to eliminate, to the greatest extent possible, distortions due to
the 1-g field.

3.1.3 TEST CONDITION TOLERANCES
Test condition tolerances shall be applied to the test values specified. Unless
otherwise stated in this PTP or the applicable test procedure, the maximum
allowable tolerances on test conditions and test measurements shall be as stated
in Table 3.1-1.

3.1.4 TEST EQUIPMENT
Equipment used to perform test measurements as required by the PTP shall be of
sufficient accuracy to ensure the validity of the measurement data for its
intended use.

The test equipment design shall minimize the risk of damaging flight equipment
through incorporating protective devices, such as overvoltage and overcurrent
protection, errorproof connection, and diode protection on the equipment side of
external electrical power access.

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TABLE 3.1-1. ENVIRONMENTAL TEST CONDITION TOLERANCES

*

3.1.5 TEST SOFTWARE
Automated testing shall be used at the unit and subsystem level, and all tests
at the spacecraft level will be automated to the greatest extent possible. The
software used for these tests, either to conduct the test operations or to
record the test data, shall be based on the approved test procedures, and must
be tested and validated prior to use with any QM, PFM, or FM equipment. Test
software documentation shall be prepared that details the conditions established
by the automated test software to perform the test, and the specific data that
shall be measured and recorded. Software controls shall be established that
prevent the use of nonvalidated test software, and that allow any test software
module to be immediately rolled back to the previous versions, should this
become necessary.

3.2 ENVIRONMENTAL TEST LEVELS AND DURATIONS

3.2.1 BASIC REQUIREMENT
Unless otherwise stated in the following subsections, the development,
qualification, protoflight, and acceptance tests of all equipment shall include
as closely as possible simulation of the significant launch and on-orbit
conditions that the equipment shall encounter during its lifetime.

For all phases in which the equipment is operative, performance shall be
measured in all significant operational modes under the combination of
worst-case conditions, e.g., temperature extremes with power supply noise.

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3.2.2 STATIC LOADS
Load factors to be used for static-load tests shall be as follows unless
otherwise specified in this PTP:

*

Static-load proof tests shall be conducted on key structural elements prior to
installation on the spacecraft as required to ensure integrity of the flight
structure. The acceptance test load factor shall be used for these tests. Static
load acceptance tests on composite and low ductility structures shall be *.

3.2.3 VIBRATION
Vibration tests shall be required for qualification, protoflight, and acceptance
at the unit and spacecraft level. The criteria for establishing the test levels
and durations for vibration testing at all levels of assembly shall be defined
in Table 3.2-1. The specific requirements for vibration tests at the unit and
spacecraft levels shall be specified in the following paragraphs.

TABLE 3.2-1. VIBRATION AND ACOUSTIC TEST CRITERIA

*

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3.2.3.1 SPACECRAFT SINE VIBRATION
Each spacecraft in the dry launch configuration with antenna reflectors, solar
panels, and other equipment stowed, shall be subjected to sinusoidal vibration
along each of three orthogonal axes. Before and after vibrating each axis, a
random vibration survey over the frequency range of * shall be conducted and the
data shall be evaluated for anomalies.

During the test, the spacecraft shall be powered up in its launch configuration
to enable status monitoring via telemetry. Telemetry and command (T&C) radio
frequency (RF) links shall be established and used during monitoring and
functional testing.

3.2.4 ACOUSTIC
Acoustic testing shall be required for items characterized by large ratios of
surface area to mass, such as solar arrays or large antennas, which are
difficult to test adequately using fixed-base random vibration. The test levels
shall be determined based on analysis using the factors provided in Table 3.2-1.

3.2.4.1 SPACECRAFT ACOUSTIC TEST
The acoustic test shall be performed with the spacecraft mounted on its flight
adapter or flight representative adapter. The test shall be conducted in a
reverberant acoustic cell capable of generating the desired sound pressure
levels. The spacecraft shall be in dry launch configuration with antennas, solar
panels, etc., in their stowed position.

3.2.5 DEPLOYMENT TESTS
Deployment tests shall be applied to spacecraft equipment by means of the
spacecraft-level separation tests or the pyrotechnically actuated deployment
events. Performance tests conducted at the spacecraft level after completion of
the pyrotechnically initiated events shall verify that no degradation of the
equipment has occurred.

3.2.6 THERMAL/THERMAL VACUUM
Testing of the PFM and FM spacecraft in the thermal vacuum environment shall be
required. Large assemblies such as the tower, antennas, and solar arrays whose
performance shall not be significantly affected by the thermal vacuum
environment shall be excluded from this requirement. Qualification, protoflight,
and flight units shall be subjected to thermal/thermal vacuum cycles as defined
in subsection 6.2.

3.2.6.1 SPACECRAFT THERMAL VACUUM
The PFM and FM spacecraft shall be subjected to a thermal vacuum test, such that
quasi-steady-state temperature conditions are achieved.

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The test shall be carried out in a test chamber equipped with a liquid
nitrogen-cooled and gaseous nitrogen temperature-controlled shroud with a vacuum
capability of 10-5 torr or better.

In the various phases of this test, the spacecraft shall be configured for the
range of thermally representative combinations of season, lifetime, and internal
power dissipation.

The test shall be designed to subject the spacecraft to steady-state soak tests,
exposing the equipment to expected flight maximum and minimum temperature
conditions. The temperature conditions shall include 5(degree)C margins for the
flight and 10(degree)C for the protoflight. Boundaries and equipment temperaturE
shall be controlled in a manner mutually consistent with the objective of the
test and allowable temperature limits on equipment not being tested.

During a chamber pumpdown, the spacecraft shall be operating in launch
configuration to verify that the equipment is protected against corona and
arcing.

3.2.7 ELECTROMAGNETIC COMPATIBILITY
Unit and spacecraft-level electromagnetic compatibility (EMC) tests shall be
conducted as specified in the following paragraphs.

3.2.7.1 UNIT-LEVEL EMC TESTS
Unit-Level radiated and conducted emissions and susceptibility tests shall be
performed on all new units; conducted emissions and susceptibility tests shall
also be performed on protoflight and flight models. Tests shall be performed
using the methods of MIL-STD 462, and shall follow test procedures and
requirements given in the EMC/ESD Control Plan. Specific test requirements on a
unit-by-unit basis are presented in Section 4.

Spacecraft-level tests shall be performed using the methods of MIL-STD-462 and
shall follow test procedures and requirements given in the program EMC/ESD
Control Plan.

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3.2.8 ELECTROSTATIC DISCHARGE TESTS
Electrostatic discharge (ESD) tests shall be performed at Qualification Testing
(QT) on Category A units to determine immunity to spacecraft discharging. The
unit- and spacecraft-level requirements shall be as described in the following
paragraphs.

3.2.8.1 UNIT-LEVEL ESD TESTS
Unit-level ESD tests shall be performed on all new units on the QM (or the EM
level if no qualification hardware is being built). Tests shall be based on the
general requirements and procedures of MIL-STD- 1541; specific test requirements
shall be given in the program EMC/ESD Control Plan. Specific test requirements
on a unit-by-unit basis are presented in Section 4.

3.2.8.2 SPACECRAFT-LEVEL ESD TESTS
*
3.3 SPECIAL RF TESTS

Units (e.g., feeds, switches, harmonic filters, etc.) that are exposed to high
RF power levels, which may result in multipaction (MP) and/or passive
intermodulation (PIM) product generation, shall be analyzed. At PDR, the need
for tests shall be discussed and agreed between SS/L and the customer. The tests
shall demonstrate, with specified margins, the ability of the hardware to
operate satisfactorily under conditions in which all the relevant
channels/sources shall be simultaneously adjusted upwards to their maximum
saturated output levels.

3.4 BURN-IN LOG
Operating time on flight units composed of electronic parts, excluding
intermittently operating mechanisms and solar arrays, shall be monitored and
logged. This shall include all time prior to launch, including, time accumulated
during tests.

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3.5 TYPICAL UNIT TEST PROGRAM
This section describes the tests to be performed for a typical electronic unit.
Specific unit tests to be performed shall be identified on the matrices in
subsection 4.1 and, where necessary, shall be described further in the
appropriate subsequent subsections of section 4. The following types of tests
shall be performed on the spacecraft electronic equipment, unless specified
otherwise:

a. Performance Test. A baseline performance test that comprehensively
verifies that performance of the item under test satisfies the
requirements of its specification shall be performed at the
beginning of the qualification, protoflight, or acceptance test
sequence. This test shall be performed at nominal bus voltage. As a
minimum, the test shall be repeated at hot and cold temperature
extremes and at conclusion of the environmental test sequence, and
the data shall be compared to the data from the original baseline
performance test.

b. Power Consumption and Bus Voltage. The input power consumption of
each unit shall be measured at steady-state nominal voltage as
determined by the spacecraft power subsystem on-orbit
characteristics. Undervoltage and overvoltage circuitry of the
units will be tested where applicable to demonstrate margin and
safe operation above and/or below the normal operational voltages.

c. Continuity/Isolation. This test shall consist of a thorough
verification of all pertinent connector or connector pin interfaces
such as redundant signal and power pathways, isolation diodes,
power and ground isolation, signal isolation, and fuse continuity.

d. Limited Performance Test. Limited performance tests shall be
performed before, during and after environmental tests to
demonstrate that the environmental exposures have not degraded the
functional capability of the hardware. These limited performance
tests shall be, by definition, limited in scope and shall not
include all measurements contained in the baseline performance
test. The measurements taken during limited performance tests shall
be established based on the objectives of the particular test
sequence with which they are associated, and the feasibility of
making the desired measurements under the condition imposed by the
test.

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SECTION 4 -- UNIT AND SUBSYSTEM TEST PLAN

This section contains information on the qualification status and the
qualification, protoflight, and acceptance testing planned for units and
subsystems of the proposed spacecraft design.

4.1 UNIT AND SUBSYSTEM TEST SUMMARY TABLES
The test summary tables contain a listing of components for each subsystem, and
indicate the item heritage, qualification status, and test plan. Qualification,
protoflight, and acceptance test plans shall be presented. Where protoflight and
acceptance tests are shown for the same unit, the protoflight tests shall apply
to one unit only. All other units shall be acceptance tested.

The following tables contain summary test matrices for each subsystem:

4.2 ANTENNA TESTS
This subsection shall describe the protoflight tests of the repeater antennas
performed at the component and subsystem levels. Subsystem paragraph 4.2.1 shall
describe the unit and subsystem qualification for the proposed antenna design.
The protoflight tests shall be addressed in paragraph 4.2.1. The overall
approach shall be qualify the components by constructing PFM antennas and then
subjecting them to environmental exposures with test levels that shall be more
severe than the levels encountered during flight. All components shall be
subjected to protoflight test levels that shall be more severe than the flight
levels.

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The subsystem-level test shall consist of functionally testing each antenna on
the antenna test range after the components have been assembled on a test
fixture, which shall serve as a range adapter and as a zero-g fixture. These
tests shall be performed on every antenna for the FM and PFM units.

4.2.1 PROTOFLIGHT TESTS
The qualification status and test plan for the antenna units is summarized in
Table 4.1-1. A representation of the qualification protoflight test flow for the
antenna reflectors and feeds is shown.

a. Surface Measurements. Each reflector surface shall be measured
before any environmental tests. The test results shall establish
the baseline data for key parameters, such as root-mean-square
(RMS) surface accuracy and best-fit mechanical axis with respect to
the mounting interface. This test shall be repeated once after
exposure to environments (thermal environment, vibration, and
acoustic tests).

b. Thermal Cycling. The reflector shall be subjected to protoflight
thermal-cycling test. The temperature range shall be to protoflight
temperature extremes, chamber permitting. If the chamber is not
capable of the cold temperature extremes, a reasonable best effort
shall be made.

c. Static Load. Static-load testing of attachment joints shall be
performed for those worst- load cases not covered by sine vibration
testing.

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e. Acoustic. The reflector shall be subjected to an acoustic vibration
test at the protoflight test level.

4.2.1.2 ANTENNA FEEDS
The feeds shall be subjected to protoflight tests. For the transmit feeds, a PIM
test shall be performed.

a. Passive Intermodulation (PIM) Tests. These tests shall be performed
on feeds. Because the PIM problems can be attributed to
workmanship, this test will be performed on all FM transmit feeds.
A preliminary test setup is shown in Figure 4.2-2. All PIM testing
shall be performed and provided in accordance with the PIM control
plan.

4.2.1.3 THERMAL DISTORTION
Reflector thermal distortion shall be verified by analytical means. The analysis
model has been used before to verify performance on other programs using similar
antennas and has been verified by in-orbit performance. A coupon sample of
materials, which shall be used on this program shall also be used to update the
model with critical thermal parameters, i.e., coefficient of thermal expansion
(CTE), etc.

A coordinated series of tests on each unit or component of the antenna system
and coupon tests shall be conducted to bound the effects of the thermal
distortion of the feeds, reflectors, and their support structures on the overall
antenna system performance. Selection of the test conditions will be based on
detailed thermal, structural and RF analyses of each element and shall consider
both temperature itself and temperature gradient effects. In addition to
verifying the design, all temperature and distortion data obtained in these
tests shall be used to adjust and correlate the analytical models. These models
shall then be used to generate detailed flight performance predictions for each
antenna system at various sun angles and eclipse.

4.2.2 ANTENNA SUBSYSTEM LEVEL TESTS
Each antenna assembly shall be assembled on a test fixture and shall then
undergo antenna range tests to verify that all performance parameters are being
met. Brief descriptions of these tests shall be provided in the paragraphs below
and a schematic showing the test flow shall be shown in Figure 4.2.3.

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Figure 4.2-2. PIM Test Setup

*

The antenna assembly shall have a dedicated alignment/integration and test
fixture. The fixture shall support all antenna components in their zero-g
spacecraft positions. An important feature of the fixture shall be the ability
to move each antenna component during alignment and test within the adjustment
range available at the spacecraft level. The fixture shall be designed to
interface with the SS/L near-field range (NFR), or the Compact Antenna Test
Range (CATR), and the optical alignment dock.

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4.2.2.1 INSTALLATION OF ALIGNMENT REFERENCES
Reference alignment tools shall be installed for use during the subsystem
testing, and installation of the antenna subsystems on the spacecraft. Th
alignment tools shall consist of tooling balls, optical mirrors, or other key
markings, which shall allow the antenna system component to be installed on the
spacecraft with minimal trial and error adjustments.

4.2.2.2 MECHANICAL INTEGRATION AND OPTICAL ALIGNMENT OF REFLECTORS AND FEEDS
Each of the antenna subsystem elements, including the primary reflector, and
feed shall be mounted on the test fixture. Optical alignment mirrors and tooling
targets shall be installed on the reflector for use in optically aligning the
reflector axis to the antenna fixture. The feed and subreflector shall similarly
be optically aligned with respect to the main reflector to provide nominal beam
propagation direction.

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Once this first phase alignment has been completed, the next step shall be to
perform an RF alignment of the antenna subsystem.

4.2.2.3 RF ALIGNMENT OF REFLECTORS AND FEEDS
RF alignment of the actual beam direction shall be performed. The RF measurement
capability of the antenna test range shall provide an accurate method of
aligning the reflector and feed to form the proper beam direction of the antenna
subsystem.

In addition, the results of this RF alignment process shall generate a data base
of sensitivities for the various control elements of the antenna system. This
data base shall also be used in other simulations for overall system
optimization.

4.2.3 ACCEPTANCE TESTS
The acceptance tests shall be indicated on the test matrix shown in Table 4.1-1.
The tests that shall be performed during the acceptance test program shall be
similar to the equivalent tests described in paragraph 4.2.1 for the
qualification program. Environmental test levels and durations shall be adjusted
to the acceptance test requirements.

4.2.5 ANTENNA TESTS
Assembly-level integrated antenna tests shall be performed on all antennas as
described in paragraph 4.2.1.4. The data generated from this test shall be used
to compare directly with data measured later when the antenna subsystem has been
fully integrated into the spacecraft.

4.2.6 REFLECTOR DEPLOYMENT
Reflector pyrotechnic release and deployment tests are described in Section 6 of
this PTP under Spacecraft-Level Tests.

4.3 REPEATER TESTS
Subsystem paragraph 4.3.1 describes the unit and subsystem qualification for the
repeater design. The protoflight and acceptance tests are addressed in paragraph
4.3.2.

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4.3.1 QUALIFICATION TESTS
Qualification status and test plan for the units of the repeater subsystems are
summarized in Table 4.1-2. The repeaters shall be qualified by virtue of the
testing performed at the PFM spacecraft level as described in subsection 5.6 of
this PTP.

4.3.2 PROTOFLIGHT AND ACCEPTANCE
Protoflight and acceptance testing of the units of the repeater subsystem is
shown in the summary test matrix, Table 4.1-2. For a description of the repeater
subsystem testing performed during spacecraft integration, refer to subsection
5.5 of this PTP.

4.4 TRACKING, TELEMETRY AND COMMAND
Subsystem paragraph 4.4.1 describes the unit and subsystem qualification for the
tracking, telemetry and command (TT&C) design. The protoflight and acceptance
tests are addressed in paragraph 4.4.2.

4.4.2 PROTOFLIGHT AND ACCEPTANCE
Unit/subsystem level protoflight and acceptance tests shall be performed on all
components as summarized in Table 4.1-3. TT&C subsystem RF tests are identified
in Table 6.1-2 and shall be part of the communications tests performed at the
completion of module integration.

4.5 ATTITUDE DETERMINATION AND CONTROL SUBSYSTEM
Paragraph 4.5.1 describes the unit and subsystem qualification of the attitude
determination and control subsystem (ADCS). The protoflight and acceptance tests
are addressed in paragraph 4.5.2.

* Therefore, no unit qualification tests shall be required for this
spacecraft.

* Transfer orbit and on-orbit flight scenarios will be tested in
conjunction with EM and simulated wheels and sensors. The on-orbit scenario
testing will include both yaw steering and orbit normal configurations.

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4.3.1 QUALIFICATION TESTS
Qualification status and test plan for the units of the repeater subsystems are
summarized in Table 4.1-2. The repeaters shall be qualified by virtue of the
testing performed at the PFM spacecraft level as described in subsection 5.6 of
this PTP.

4.3.2 PROTOFLIGHT AND ACCEPTANCE
Protoflight and acceptance testing of the units of the repeater subsystem is
shown in the summary test matrix, Table 4.1-2. For a description of the repeater
subsystem testing performed during spacecraft integration, refer to subsection
5.5 of this PTP.

4.4 TRACKING, TELEMETRY AND COMMAND
Subsystem paragraph 4.4.1 describes the unit and subsystem qualification for the
tracking, telemetry and command (TT&C) design. The protoflight and acceptance
tests are addressed in paragraph 4.4.2.

4.4.2 PROTOFLIGHT AND ACCEPTANCE
Unit/subsystem level protoflight and acceptance tests shall be performed on all
components as summarized in Table 4.1-3. TT&C subsystem RF tests are identified
in Table 6.1-2 and shall be part of the communications tests performed at the
completion of module integration.

4.5 ATTITUDE DETERMINATION AND CONTROL SUBSYSTEM
Paragraph 4.5.1 describes the unit and subsystem qualification of the attitude
determination and control subsystem (ADCS). The protoflight and acceptance tests
are addressed in paragraph 4.5.2.

* Therefore, no unit or subsystem qualification tests shall be required
for this spacecraft.

4.5.2 PROTOFLIGHT AND ACCEPTANCE
The tests to be performed on the ADCS components and subsystems are summarized
in Table 4.1-4.

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4.5.3 ADCS SUBSYSTEM TEST
ADCS performance shall be verified at the subsystem level with a series of tests
that demonstrate functionality and control stability. The tests shall
demonstrate the correct response to all ADCS commands via the appropriate ADCS
telemetry function. The closed-loop tester shall be used for functional tests of
the ADCS utilizing engineering model electronics. The ADCS performance
verifications shall be demonstrated using a spacecraft dynamic simulator in a
closed-loop environment.

CLOSED-LOOP TESTS WITH TEST COMPUTER
Closed-loop tests of the ADCS shall be performed using the special closed loop
test computer.

The CLTC provides accurate simulation of the spacecraft dynamics (including
rigid body and flexible modes), simulated sensor signals (including sensor
noise), and actuators, to provide a complete closed- loop test of all loops in
all modes.

Figure 4.5-1. Closed-Loop Test Computer Block Diagram

*

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a. The CLTC is used to evaluate the ADCS performance in all
transfer-orbit modes. The closed-loop test results taken at the
subsystem level shall be quantitatively compared with analysis
values and supplemented by analysis to verify that the ADCS is
operating within performance requirements.

b. The CLTC is also used to evaluate the on-orbit ADCS performance.
The on-orbit mode closed-loop tests shall be used in conjunction
with the design analysis to verify that the ADCS is operating
within performance requirements.

c. The CLTC is used to evaluate the ADCS stationkeeping performance.
Proper operation of thruster firing history telemetry shall be
verified as part of these tests. The stationkeeping closed-loop
tests in conjunction with design analysis shall be used to verify
that the ADCS is operating within performance requirements.

4.6 PROPULSION SUBSYSTEM
Paragraph 4.6.1 describes the unit and subsystem qualification for the
propulsion subsystem design proposed for the spacecraft. The acceptance tests
are addressed in paragraph 4.6.2.

4.6.2 ACCEPTANCE TESTING
Acceptance tests shall be performed on all components as summarized in Table
4.1-5.

4.7 SOLAR ARRAY
Paragraph 4.7.1 describes the unit and subsystem qualification for the solar
array design proposed for the spacecraft. The protoflight and acceptance tests
are addressed in paragraph 4.7.2.

4.7.1 SOLAR PANEL COUPON QUALIFICATION
A qualification life test on a solar panel coupon shall be performed to
demonstrate capability of the cover integrated cells (CICS) electrical
connections, wiring, and substrate materials to survive the appropriate number
of eclipse temperature cycles on orbit. The coupon shall consist of a
representative section of substrate configured into an electrically functional
solar cell circuit. The cell stack, interconnects, wiring, adhesive, and
substrate shall be assembled using materials, parts, and processes identical to
flight units. The coupon shall be cycled between the qualification temperature
limits. *

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4.7.1 SOLAR PANEL COUPON QUALIFICATION
A qualification life test on a solar panel coupon shall be performed to
demonstrate capability of the cover integrated cells (CICS) electrical
connections, wiring, and substrate materials to survive the appropriate number
of eclipse temperature cycles on orbit. The coupon shall consist of a
representative section of substrate configured into an electrically functional
solar cell circuit. The cell stack, interconnects, wiring, adhesive, and
substrate shall be assembled using materials, parts, and processes identical to
flight units. The coupon shall be cycled between the qualification temperature
limits. *

4.7.2 ACCEPTANCE TESTING
Protoflight and acceptance tests shall be performed as summarized in Table
4.1-6.

a. SUBSTRATE AND YOKE. During fabrication of the flight substrates and
yokes, a program of careful inspections, in-process mechanical
test, and final proof-load test shall be used to verify materials
and workmanship. These special efforts are in recognition of the
wide range in strength properties of composite materials and the
potential for poor adhesively bonded joints. The static proof-load
tests are based on 1.3 times worst-case limit loads from launch and
apogee thruster firing.

The cell side of each substrate shall have a * bonded to the
faceskin to electrically isolate the cells from the conductive
graphite-epoxy. An electrical-short test is performed, using a wet
probe, to verify integrity of the insulation.

b. HOLDDOWN, RELEASE DEVICES. Each flight holddown/release device
shall be inspected for proper function. Operation of the
holddown/release system shall verified during the array release and
deployment tests. For each lot of flight pyrotechnic cutters, a
lot- acceptance test shall be performed on a few samples by the
cutter vendor to verify the quality of that lot. The tests shall be
performed simulating the conditions in the flight holddown/release
device. This includes the flight mounting the holddown rod to be
cut, and the rod preload.

c. HINGE MECHANISM. Deployment torque and torque margin measurements
shall be performed on all hinges at ambient conditions.
Additionally, these measurements shall be performed on all hinges
of the first flight wing (PFM) at acceptance-level temperature
extremes. Deployment torque and torque margin measurements shall be
performed on all wing assemblies.

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4.7.2 ACCEPTANCE TESTING
Protoflight and acceptance tests shall be performed as summarized in Table
4.1-6.

a. SUBSTRATE AND YOKE. During fabrication of the flight substrates and
yokes, a program of careful inspections, in-process mechanical
test, and final proof-load test shall be used to verify materials
and workmanship. These special efforts are in recognition of the
wide range in strength properties of composite materials and the
potential for poor adhesively bonded joints. The static proof-load
tests are based on 1.3 times worst-case limit loads from launch and
apogee thruster firing.

The cell side of each substrate shall have a 0.025-mm-thick film
Kapton bonded to the faceskin to electrically isolate the cells
from the conductive graphite-epoxy. An electrical-short test is
performed, using a wet probe, to verify integrity of the
insulation.

b. HOLDDOWN, RELEASE DEVICES. Each flight holddown/release device
shall be inspected for proper function. Operation of the
holddown/release system shall verified during the array release and
deployment tests. For each lot of flight pyrotechnic cutters, a
lot-acceptance test shall be performed on a few samples by the
cutter vendor to verify the quality of that lot. The tests shall be
performed simulating the conditions in the flight holddown/release
device. This includes the flight mounting, the holddown rod to be
cut, and the rod preload.

c. HINGE MECHANISM. Deployment torque and torque margin measurements
shall be performed on all hinges at ambient conditions.
Additionally, these measurements shall be performed on all hinges
of the first flight wing (PFM) at acceptance-level temperature
extremes. Deployment torque and torque margin measurements shall be
performed on all wing assemblies.

d. PULLEYS AND CABLES. Control cable and pulleys shall be inspected
prior to use. The cables shall be proof-loaded to 1.3 times limit
load before use to verify strength.

g. SOLAR ARRAY PANEL. Acceptance tests shall be performed on each
flight panel. The panel shall be assembled to its flight
configuration. The acceptance tests shall be conducted in the
following sequence:

1. Visual inspection

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The release/deployment test shall include full development of the
solar array wing in simulated zero-g conditions. The array shall
mounted by means of its solar array drive assembly (SADA)
connection to a fixture that simulates the spacecraft sidewall.
Each array panel shall suspended at its midpoint from a trolley
which rides on an accurately leveled horizontal track. The trolley
is designed to minimize friction, while supporting the weight of
the array panel during deployment. When the array is released,
either by mechanical or pyrotechnic means, it shall be free to
deploy. Because the trolley supports the weight of the array, the
result shall be a deployment under conditions that simulate zero-g.

4.8 ELECTRICAL POWER SUBSYSTEM
Paragraph 4.8.1 describes the unit and subsystem qualification for the
electrical power subsystem (EPS) design proposed for the spacecraft. The
protoflight and acceptance tests are addressed in paragraph 4.8.2.

4.8.1 QUALIFICATION
The EPS qualification status and test plan shall be summarized in Table 4.1-7.
The power control unit (PCU) and power distribution units (PDUS) shall be
designs qualified on MCI-2.

The battery shall be the qualified Tempo design. The battery cells shall be the
same as Tempo. Battery and cell tests shall be summarized in Table 4.1-7.

4.8.2 PROTOFLIGHT AND ACCEPTANCE
Unit-level protoflight or acceptance tests shall be performed on all components
as summarized in Table 4.1-7.

4.9 SPACECRAFT CONTROL ELECTRONICS SUBSYSTEM
* CPUs and DCU-A and DCU-B shall be identical to the * units and each
unit shall be acceptance tested. DCU-C and DCU-D shall have added trays. One
DCU-C and one DCU-D shall be protoflight tested.

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All other flight DCUs shall be acceptance tested. Refer to the spacecraft
control electronics (SCE) subsystem summary test matrix shown in Table 4.1-8.

4.10 THERMAL CONTROL SUBSYSTEM
*
4.11 STRUCTURE SUBSYSTEM

This section describes the qualification and acceptance test that shall be
performed to verify that the structure subsystem hardware satisfies all design
requirements. This test program shall include protoflight static tests on the
central cylinder, the repeater panels, and critical strut components. Upon
completion of the component tests, the components shall be assembled into a
structure subsystem (prototype or flight) for the next sequence of tests.
Paragraph 4.11.1 describes the unit and subsystem qualification for the
structure subsystem design. The protoflight and acceptance tests are addressed
in Paragraph 4.11.2.

The structure shall be qualified by similarity to Intelsat VII, N-Star, and
Tempo and shall not require a separate structural test model test program.

4.11.2 PROTOFLIGHT AND ACCEPTANCE TESTS
Unit/subsystem protoflight and acceptance tests shall be performed on all
components as summarized in Table 4.1-10.

The qualification of the spacecraft structure subsystem shall be accomplished by
the sine vibration on the protoflight spacecraft, and the various
protoflight-level component tests identified in Table 4.1-10 and described
herein.

The central cylinder shall be subject to a thorough protoflight-level
static-load test program. Applied loads encompassing all critical launch events
shall be applied to the protoflight cylinder to verify the capability of the
cylinder to accommodate critical axial, lateral and bending loads identified.

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Displacement gauges and/or strain gauges shall be used to monitor structural
performance and to provide data for correlating with analytic predictions.

The protoflight north or south panels and battery panels shall be subject to
protoflight-level static out-of- plane bending tests. These tests shall verify
the overall integrity of the panels and the heat pipe-to-heat pipe adhesive
bonds.

The protoflight earth deck antenna support structure shall be subject to a
fixed-base sine vibration test to protoflight acceleration levels. Applied base
motion shall induce accelerations and internal loads which shall envelop
predicted loads from all critical events. The appropriate load and acceleration
levels shall be achieved using a low frequency dwell and/or sweep test.
Accelerometers shall be used to monitor dynamic response. The support structure
shall also be subjected to five thermal conditioning cycles.

Acceptance tests shall be performed on critical structural components to verify
workmanship before their integration into the structure subsystem. Acceptance
tests shall be performed on critical strut assemblies, which shall be loaded to
acceptance load levels to verify proper workmanship quality.

4.12.1 PYROTECHNIC DESIGN
The mechanisms and the pyrotechnic equipment qualification status and test plans
and the protoflight and acceptance tests shall be summarized in Tables 4.1-11
and 4.1-12, respectively.

PYROTECHNIC CUTTERS
A dual pyrotechnic rod cutter shall be used for the release of all deployable
structures. The cutter shall be actuated by two independent pyrotechnic
initiators. *

The cutters shall be procured in a single lot. A representative sample shall be
selected from this lot, exposed to the required environments and then shall be
functionally tested. The functional tests shall consist of cutting margin tests
at high and low temperatures for each functional interface.

Unit lot acceptance tests shall be performed on the remainder of the samples to
confirm that materials, workmanship, fit and function are acceptable for flight
use. Acceptance tests shall be nominal cutting tests at both high and low
temperatures evenly distributed among

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all applications. The cutters are accepted when they have passed all the
nondestructive tests and when the test cutters have successfully completed the
destructive tests. The dual rod cutter test plan is shown in Table 4.1-12.

PYROTECHNIC INITIATOR
The dual rod cutter shall be activated by two independent pyrotechnic
initiators. These initiators shall be physically and functionally equivalent to
the NASA Standard Initiator (NSI).

The initiators shall be manufactured and procured in a single lot. All units
from this lot shall be nondestructively tested and inspected. A representative
sample shall be selected from this lot, exposed to the required environments,
and functionally tested.

The functional tests shall consist of firing the initiator into a fixed volume
(10 cc) and measuring the pressure versus time. The firings shall be done at
ambient and cold temperatures. The peak pressure, as well as the unit-to-unit
variation, shall be evaluated for acceptability.

The deliverable units shall be acceptable for flight use once the nondestructive
tests, inspections, and the lot acceptance functional tests have been
successfully completed. The test plan for the pyrotechnic initiator shall be
shown in Table 4.1-12.

4.12.2 REFLECTOR MECHANISMS

QUALIFICATION
The main reflector hinges were developed and qualified on the Tempo program. The
holddown mechanisms were qualified on the Superbird, Intelsat VII, and Tempo
programs. The qualification status and test plan shall be summarized in Table
4.1-11.

ACCEPTANCE TESTING
Acceptance tests of the holddown mechanisms and the hinges shall be summarized
in Table 4.1-11.

a. HOLDDOWN MECHANISMS. The holddown mechanisms shall be tested at the
spacecraft level as noted in Table 4.1-11.

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TABLE 4.1-9. UNIT AND SUBSYSTEM SUMMARY TEST MATRIX -- THERMAL

*

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TABLE 4.1-10. STRUCTURE UNIT/SUBSYSTEM SUMMARY MATRIX

*

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TABLE 4.1-11. MECHANISMS UNIT/SUBSYSTEM SUMMARY TEST MATRIX

*

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TABLE 4.1-12. PYROTECHNIC EQUIPMENT/SUBSYSTEM SUMMARY TEST MATRIX

*

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SECTION 5 -- SPACECRAFT ASSEMBLY AND INTEGRATION

The assembly and integration processes planned for each spacecraft are
summarized in this section. The sequence implied by the following paragraphs may
not be the actual sequence of assembly.

The objective of the assembly operations and integration test, conducted during
this phase is to ensure that all spacecraft subsystems have been installed
properly, that their electrical interconnections are correct and troublefree,
and that all installed subsystems are operable.

5.1 GENERAL SPACECRAFT ASSEMBLY AND INTEGRATION OPERATIONS
The following tasks are performed as appropriate during or prior to the
spacecraft assembly and integration operations.

5.1.1 HARNESS CONTINUITY AND HIPOT
Harness fabrication and assembly are performed on panel mockups. The panel
mockups shall provide spatial placement of the connectors and harness. The
completed harnesses are continuity and hipot tested and delivered for assembly
and integration onto the spacecraft.

5.1.2 BOX FLATNESS AND MASS PROPERTIES
Spacecraft units and components are delivered for spacecraft assembly with
flatness and mass property data. The unit mounting panels, including the
repeater panels with heat pipes, are measured for flatness during the
manufacturing process.

5.1.3 ELECTRICAL GROUNDING CHECKS
Electrical grounding measurements are performed on all active units during
integration. These tests are measure from a designated point on the unit
structure to the spacecraft single point ground or panel ground point.
Interpanel grounding is also verified as the structure is assembled during
integration. Thermal blanket grounding measurements are made at initial
installation and are repeated if the blanket has been removed and reinstalled.

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5.4.5.3 RADIATED EMC TEST
*
5.4.5.4 SADA INTEGRATION
*

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SECTION 6 -- SPACECRAFT TEST

The protoflight and flight test sequence for the spacecraft is shown in Figure
6.1-1. Tests that are performed only on the protoflight model shall be noted as
"PFM Only." The order of the tests as shown in Figure 6.1-1 may be changed as
mutually agreed.

6.1 INTEGRATED SYSTEM TEST 1A
The initial Integrated System Test (IST-1) is performed to verify specified
operation of the spacecraft subsystems prior to application of environmental
tests. This test provides a reference baseline of test data to which subsequent
performance test results will be compared during and after environmental tests.

Because the antennas are not installed on the spacecraft until after the thermal
vacuum test, the IST-1 is broken into two parts designated IST-1A and IST-1B.
IST-IB is conducted after the antennas are installed subsequent to the thermal
test. IST-1A consists of initial alignments of subsystem support module (SSM)
equipment a propulsion functional test and the performance test.

Tables 6.1-1 through 6.1-4, Spacecraft Protoflight and Acceptance Test Matrices,
describe the system level tests to be performed on the various subsystems during
the IST-1A and subsequent system tests. Shown vertically on the left of each
matrix are the major activities in the test sequence. Shown horizontally at the
top of each matrix, organized by subsystem, are the measurements to be performed
during the indicated activities. The places in the sequence where these test
measurements are made are denoted by an X, or other symbol as defined in
footnotes. Tables 6.1-5 through 6.1-13, at the end of this section, contain
descriptions of the spacecraft test configurations. The test configurations are
also keyed to the system test matrices.

6.1.1 INITIAL SPACECRAFT ALIGNMENTS
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FIGURE 6.1-1 SPACECRAFT TEST FLOW (PFM AND FM)

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TABLE 6.1-1. SATELLITE TEST MATRIX

*

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TABLE 6.1-1. SATELLITE TEST MATRIX (CONTINUED)

*

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TABLE 6.1-1. SATELLITE TEST MATRIX (CONTINUED)

*

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TABLE 6.1-1. SATELLITE TEST MATRIX (CONTINUED)

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6.6.1 PFM SINE VIBRATION TEST
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SINE VIBRATION (FM)

*
6.6.2 ACOUSTIC NOISE TEST
*

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6.7 DEPLOYMENT TESTS (EED INITIATED)
EED initiated deployment tests include a demonstration of the complete
spacecraft deployment sequence with the spacecraft antennas and solar panels
stowed in their launch configuration and the spacecraft powered in the
appropriate flight configuration. These tests are performed following the
dynamic test phase without reconfiguration of the spacecraft. At the beginning
of the test sequence the spacecraft antennas and solar panels will be stowed in
their launch configuration.

This sequence of tests shall be performed once on all flight spacecrafts,
including, the protoflight spacecraft. The spacecraft response to the deployment
shall be monitored by spacecraft telemetry.

A preshipment review will be held to verify the readiness of the spacecraft to
be shipped to the launch site. When readiness has been verified, the spacecraft
will be put into its shipping configuration and will be placed in its
environmentally controlled shipping container.

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TABLE 6.1-5. REPEATER AND ANTENNA SUBSYSTEM MEASUREMENT DESCRIPTIONS

*

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TABLE 6.1-5. REPEATER AND ANTENNA SUBSYSTEM MEASUREMENT DESCRIPTIONS

(CONTINUED)

*

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TABLE 6.1-5. REPEATER AND ANTENNA SUBSYSTEM MEASUREMENT DESCRIPTIONS

(CONTINUED)

*

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TABLE 6.1-5. REPEATER AND ANTENNA SUBSYSTEM MEASUREMENT DESCRIPTIONS

(CONTINUED)

*

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TABLE 6.1-5. REPEATER AND ANTENNA SUBSYSTEM MEASUREMENT DESCRIPTIONS

(CONTINUED)

*

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TABLE 6.1-6. TT&C SUBSYSTEM MEASUREMENT DESCRIPTIONS

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TABLE 6.1-6. TT&C SUBSYSTEM MEASUREMENT DESCRIPTIONS

(CONTINUED)

*

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TABLE 6.1-7. ADCS MEASUREMENT DESCRIPTIONS

*

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TABLE 6.1-7. ADCS MEASUREMENT DESCRIPTIONS

(CONTINUED)

*

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SECTION 7 -- LAUNCH BASE TESTS

7.1 LAUNCH BASE OPERATIONS SEQUENCE
The launch base operations sequence is presented in order to place in context
the spacecraft test operations that shall be performed at the launch base.

Spacecraft test operations shall be conducted in the Payload Processing Facility
(PPF), the Hazardous Processing Facility (HPF) and the Launch Complex (LC).
(These are general designations; specific designations will differ from site to
site.)

The spacecraft sequential launch flowchart shown in Figure 7.1-1 shall depict,
in block form, each of the major spacecraft-related events occurring at the
launch base. The sequential launch flow shall be divided into three section:
PPF, HPF, and LC. Launch base activity shall begin with site activation and the
receipt and unloading of electrical and mechanical ground support equipment
(EGSE/MGSE) and spacecraft at the PPF. This shall be followed by initial
EGSE/MGSE validation and spacecraft validation tests to demonstrate that the
hardware has not been degraded by transportation from Palo Alto. At the
completion of the PPF activities, the spacecraft shall be transported to the HPF
for oxidizer and fuel services, spacecraft closeout encapsulation and
preparation for transport to the LC. There shall be a launch preparation option
that performs fairing/spacecraft encapsulation in the launch center. The option,
option 2, shall increase the launch mass capability. This document shall assume
that the spacecraft shall be encapsulated in the Technical Center, option 1, and
modified if required. At the LG the payload shall be received and mated to the
launch vehicle. The spacecraft/launch vehicle interface shall be tested, the
payload batteries are charged and the spacecraft shall be prepared for the
launch terminal countdown.

7.2 SPACECRAFT LAUNCH BASE TEST AND INTEGRATION
The spacecraft shall undergo a series of inspections and tests from the time it
arrives at the launch base through launch. The launch base system test matrix
(Table 7.2-1), shall identify the spacecraft validation tests that shall be
performed at the launch site. The performance measurements conducted on the
spacecraft/payload subsystems shall be the same as defined in the test
measurement descriptions in Section 6. Launch base unique tests shall be
described in the following paragraphs.

7.2.1 PAYLOAD PROCESSING FACILITY TEST OPERATIONS
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FIGURE 7.1-1. SPACECRAFT SEQUENTIAL LAUNCH FLOW (TYPICAL)

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*

7.2.2 HAZARDOUS PROCESSING FACILITY OPERATIONS
HPF shall be used specifically for hazardous operations such as spacecraft
fuel/oxidizer service, encapsulation and launch vehicle stage mate, test, and
integration. All operations in the HPF shall be considered hazardous in nature
and personnel access shall be strictly controlled and limited.

*

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7.2.3 ON-PAD OPERATIONS
During the payload on-pad operations (spacecraft plus adapter) the payload shall
undergo a set series of functional and interface tests to verify the payload
configuration and shall be prepared to support terminal launch countdown.

*

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SECTION 8 -- STORAGE AND POST-STORAGE TEST

This section shall present the plan for long-term storage of the spacecraft. It
describes the plan and procedures to be implemented, if required, and includes
specific schedules, milestones, and callup notice time requirements. Details of
the spacecraft storage configuration, preparation, storage activity, and
poststorage operations shall be presented along with identification of storage
support facilities and equipment.

8.1 GENERAL REQUIREMENTS
The storage of the spacecraft and its associated flight units will be
accomplished during the storage period using facilities, equipment, and
procedures that meet the following requirements.

The requirements for short-term and long-term storage shall be identified in
this plan. Short-term storage is defined as storage for a period of less than 6
months and shall be used for short waiting periods between end-of-acceptance
test and start of launch operations. Long-term storage shall be defined as a
preplanned storage period of 6 months or more.

8.1.1 ENVIRONMENTAL CONDITIONS
*
8.1.2 ACCESS CONTROL

Throughout the entire storage period, limited and controlled access to the
spacecraft and flight units not stored on the spacecraft shall be required. Each
of these items shall be stored in a controlled access area where only a limited
number of certified personnel shall be allowed entrance by prior approval.
Access log books shall be maintained for the spacecraft storage area and
containers.

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8.1.3 MONITORING
The storage conditions for each spacecraft and flight component shall be
monitored on an established and regular basis. Although temperature and humidity
conditions will be recorded continuously, monitoring must be performed by an
assigned responsible and cognizant person to verify requirements are being met,
and if required to initiate corrective action. Monitoring will include recording
of data and anomalies.

8.1.4 DOCUMENTATION
The following, documentation will be maintained during the storage period for
spacecrafts and their associated units and support equipment:

a. Spacecraft Log Book. A spacecraft log will be maintained by SS/L in
chronological order during the storage period to account for all
handling, monitoring, testing, and inspection operations performed
on the spacecraft.

b. Test Procedures. Detailed test procedures will be prepared for the
storage of the spacecraft and flight hardware units. These
procedures will detail the requirements, the step-by-step
preparation, and the storage activity including monitoring for each
separate item stored. Data sheets will be included in the test
procedures to record test conditions, inspection and test data, and
poststorage operations.

8.2 FACILITIES AND EQUIPMENT
The facilities and equipment required to prepare, store, monitor, and test the
spacecrafts and their associated components for the periods required are
identified in the following paragraphs.

8.2.1 FACILITIES
Facilities at SS/L in Palo Alto, California will be used to store the
spacecrafts and their various components and support equipment as detailed in
subsection 8.3. Table 8.2-1 presents a summary description of each of the
facilities, which can be used for this purpose.

8.2.2 STORAGE EQUIPMENT
The following spacecraft MGSE required:

a. Spacecraft Handling Dolly. The spacecraft handling dolly permits
the spacecraft to be store vertically or horizontally. This
assembly will be stored within the spacecraft protective cover.

b. Spacecraft Vertical Workstand. The spacecraft vertical workstand is
also capable of storing the spacecraft in the vertical position.

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Table 8.2-1. Storage Facilities

*

c. Spacecraft Shipping Container. For short-term storage, the
spacecraft may be stored in its shipping container, if available.
Alternatively, it may be stored in the SS/L high bay. Plastic
sheeting taped in place may be used to minimize particulate
contamination if stored for a few months is envisioned.

d. Spacecraft Storage Protective Covers (Long Term). Protective covers
of sheet metal aluminum construction will be fabricated to be used
in protecting the spacecraft from particulate contamination during
long-term storage. The covers will be sized to fit over the
spacecraft while installed on the handling dolly in the vertical
position. Internal to the cover will be a basket in which desiccant
will be placed prior to spacecraft storage to ensure dry air within
the cover.

e. Other Storage Containers. Protective storage containers will be
provided for other items stored apart from the spacecraft, such as
the solar array.

8.3 STORAGE OPERATIONS
The storage operations to be performed on the spacecraft are described within
this section. These details include callup notice schedule, the spacecraft
mechanical and electrical configuration preparation of the spacecraft and its
components for storage, and the in-process storage activity. Additionally,
storage details are provided for the GSE. All post-storage operations are
detailed in subsection 8.4.

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The in-process storage monitoring and test activity for the spacecraft are
detailed in paragraph 8.3.4. The in-process monitoring and test operations for
individual flight units not stored, or with the spacecraft, are detailed in the
storage description for each unit. Table 8.3-1 presents the matrix for storage
monitoring, maintenance, and test schedules for the spacecraft and associated
flight components plus GSE.

8.3.1 SPACECRAFT CONFIGURATION FOR STORAGE
The spacecraft will complete its planned assembly, integration, and acceptance
test through final functional before being put into storage (refer to Figure
7.1-1). The solar array will complete its final electrical and deployment tests,
but will not be installed on the spacecraft for storage. The battery will be
stored separate from the spacecraft.

8.3.2 SPACECRAFT PREPARATION FOR SHORT-TERM STORAGE
Short-term storage is defined as a period of storage which is projected to last
for less than 6 months. For such storage, the spacecraft may be located in the
Building 18 high bay. If the storage period is expected to be a few months, the
spacecraft will be covered with RCS-2400 plastic sheeting taped in place to
minimize particulate contamination. Alternatively, if available, the spacecraft
may be stored in its shipping container. If so, all cleanliness, purge,
desiccant, and other preparations normally associated with installation of the
spacecraft in the shipping container will be made. Other spacecraft preparations
for storage will be the same as described in paragraph 8.3.3.

8.3.3 SPACECRAFT PREPARATION FOR LONG-TERM STORAGE
For long-term storage, the spacecraft will be stored in Building 18 on its
handling dolly in a vertical position. An aluminum protective cover will be
placed over the spacecraft to protect it from particulate contamination.

TABLE 8.3-1. STORAGE MONITORING MATRIX

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8.3.5 FLIGHT BATTERY STORAGE
Batteries can be stored trickle-charged at -10o C without adverse effect or
detectable aging. It is planned to complete the production of the flight
batteries on a schedule that is compatible with their earliest projected need
date. The batteries will be cold stored until needed.

8.3.6 SOLAR ARRAY STORAGE
Each solar array assembly will have completed its subsystem and system-level
acceptance test before being stored. Each solar array wing, will be stored in
its shipping container. The container will be purged and desiccant installed at
the time of sealing, the container. After each 12-month period the desiccant
will be changed and the container will be purged and resealed. No other in-
process tests will be performed.

8.3.7 GROUND SUPPORT EQUIPMENT
MGSE and EGSE used for the program will, in most cases, be general purpose
equipment which is usable on many spacecraft programs. If the equipment used for
the spacecraft is in use on another program at the time of the spacecraft
storage, storage of the GSE will not be necessary. If GSE store is necessary,
the EGSE will be stored in the same area as the spacecraft, or in a similar
area. MGSE will be stored in a suitable secure and environmentally protected
storage facility.

8.4 POST-STORAGE OPERATIONS
Post-storage operations for the spacecrafts in long-term storage will commence
upon receipt of a callup notice. The required notification period baseline to
launch data is described in Paragraph 8.4.1. Component preparation for each item
separately stored or not completed is detailed in paragraph 8.4.2. Details of
removal of the spacecraft from storage and startup of its assembly, integration,
and acceptance test activity are described in subsequent paragraphs.

8.4.1 CALLUP SCHEDULE
A minimum of 3 months notice is needed prior to the scheduled launch date when
calling up the spacecraft from long-term storage. This minimum 3 months is
required to provide adequate time to remove the spacecraft, flight units, and
GSE from storage and complete the assembly and test of the spacecraft.

8.4.2 UNIT PREPARATION
Upon receipt of callup notice for a spacecraft, the following specific
activities will take place to remove each of the flight units from storage and
to prepare for use. All activities will be conducted in accordance with
established and preapproved procedures and work orders. The sequence of
component preparation is not critical in that parallel operations will be
initiated.

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a. Solar Array Assembly. The solar array assembly will be removed from
its storage container and a thorough mechanical inspection
performed. For arrays stored long-term, electrical functional test
including a flash test will be performed. The assembly will then be
subjected to several deployment tests to verify its flight
readiness. Upon review and acceptance of all mechanical and
electrical data, the unit will be prepared for installation onto
the spacecraft.

b. Flight Batteries. Checkout and conditioning of the flight batteries
will begin immediately upon receipt of the callup notice.

c. MGSE. All MGSE required to support one spacecraft will be brought
out of storage and to Building 18 airlock, where it will be
thoroughly cleaned and routine service maintenance performed. All
lifting slings and devices will be proof-tested. All mating
surfaces to the spacecraft will be thoroughly inspected before
first use.

d. EGSE. EGSE that has been stored for spacecraft will be set up in
the spacecraft test configuration. All measuring instruments will
be checked to see that the calibration is current and according to
the SS/L calibration schedule. The EGSE will be validated according
to the spacecraft EGSE validation procedure.

8.4.3 SPACECRAFT PREPARATION
The spacecraft will be removed from the protective cover and inspected for dust
contamination. The OSRs will be cleaned and wipe samples taken from various
thermal surfaces and analyzed. After the mechanical and cleanliness inspection
is completed and documented, the spacecraft will be ready to enter the
spacecraft integration and test activity described in paragraph 8.4.4.

8.4.4 SATELLITE INTEGRATION AND TEST ACTIVITY
The satellite test requirements upon removal are divided into three categories:
storage periods of one to three months, storage period of three to six months,
and storage periods of greater than six months. The following paragraphs provide
details of the required operations. For all cases, it is assumed that the
satellite has completed the final performance tests and has been assembled to
the point of "callup" to prepare for shipment to the launch base (ready for
flight battery installation).

8.4.4.1 ONE TO THREE MONTH SATELLITE POST STORAGE OPERATIONS
The following operations are required (in addition to the normal "callup"
activities) to prepare the spacecraft for shipment to the launch base:

a. Perform a health test of all three momentum wheels and the DIRA.

b. Proceed with the normal preparations for shipment, starting with
flight battery installation.

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

8-7

8.4.4.2 THREE TO SIX MONTH SATELLITE POST STORAGE OPERATIONS
The following operations are required (in addition to the normal "callup"
activities) to prepare the spacecraft for shipment to the launch base:

a. Perform a complete command functional test (both sides).

b. Perform a health test on all momentum wheels, DIRA and sensors.

c. Proceed with the normal preparations for shipment, starting with
flight battery installation.

Note: These operations include those specified in 8.4.4.1.

8.4.4.3 GREATER THAN SIX MONTH SATELLITE POST STORAGE OPERATION
The following operations are required (in addition to the normal "callup"
activities) to prepare the spacecraft for shipment to the launch base:

a. Complete the satellite final performance test to include the
following:

2. TC&R and ADCS Subsystems. As specified in the final performance
test per 6.1- 2, Satellite Protoflight and Acceptance Test
Matrix

3. Electrical Power and Propulsion Subsystems. As specified in the
final performance test per 6-1, Satellite Protoflight and
Acceptance Test Matrix.

4. SCE, Terminal and Mechanisms Subsystems. As specified in the
final performance test per 6-1, Satellite Protoflight and
Acceptance Test Matrix.

Note: The final performance test includes those tasks specified in 8.4.4.1 and
8.4.4.2.

b. Proceed with the normal preparations for shipment starting with
flight battery installation.

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

8-8

SECTION 9 -- IN-ORBIT TEST

9.1 PURPOSE OF TESTS
The purpose of in-orbit testing is to verify that the performance of the
satellite, consisting of the communications payload and the bus, has not
degraded during launch and orbit raising. This will be achieved by comparing
in-orbit test data with predictions based on ground test data. It is not the
purpose of in-orbit testing to test the satellite, its subsystems, or units
against performance specifications.

In-orbit testing will also accomplish the following:

a. Satellite Biases. In-orbit test data will be used to establish the
nominal biases of the attitude sensors and any antenna pointing
mechanisms.

c. Telemetry, Tracking and Command (TT&C) Earth Station Compatibility
and Calibration. In-orbit testing will verify the compatibility of
the satellite with the TT&C station(s) used during IOT. The range
and angle calibration of the TT&C station(s) used during the on-
station IOT period will be evaluated during IOT, if different than
the TT&C stations used during orbit raising.

d. Redundancy. IOT will verify the operational status of both primary
and redundant units.

e. Constellation Verification - TBD.

9.2 MAJOR ASSUMPTIONS
In-orbit testing will be based on the following major assumptions:

a. The satellite is tested near its nominal 24 hour in-service orbit.

b. There are no restrictions on bus or payload testing resulting from
conflicts with other spacecraft in the orbital location for the
satellite under test. Responsibility for resolving such conflicts
(e.g. command interference, payload traffic interference, collision
avoidance, etc.) resides with Purchaser.

c. There are no restrictions on bus or payload testing resulting from
limitations of Purchaser provided support including Purchaser's
ground equipment as may be provided in accordance with the
Statement of Work (SOW).

d. Purchaser is responsible for providing, operating, and maintaining
the on-station TT&C earth stations that are used for IOT after
orbit raising.

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

9-1

SECTION 9 -- IN-ORBIT TEST

9.1 GENERAL
The purpose of in-orbit test (IOT) is to verify that the performance of the
spacecraft has not degraded during launch. For the communications payload, IOT
begins after the spacecraft is on station and all deployments are complete. For
the bus subsystems, IOT begins at the first acquisition of signal (AOS)
following separation of the spacecraft from the launch vehicle. Bus subsystem
tests will be integrated into the orbit-raising sequence of events and conducted
on a noninterference basis. Bus subsystem functions that are not verified during
orbit raising will be performed after station acquisition. All redundant units
will be exercised to verify proper operation.

9.2 REPEATER PAYLOAD TESTING
The repeater payload will be tested using procedures similar to those for ground
test. Data taken during the repeater payload IOT will be compared to the ground
test data wherever possible.

9.2.1 REPEATER TRANSPONDER TESTING
*

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

9-1

9.2.2 REPEATER ANTENNA MAPPING
*
9.3 BUS SUBSYSTEMS TESTING

Bus subsystems will be tested by activating each unit, subsystem or function by
ground command and monitoring telemetry data for predicted values. Listed below
are the functions/units to be tested along with a brief description of the test
method to be used. Redundancy testing, will be limited to the specifically
indicated tests, and will be conducted only after the spacecraft is in
synchronous orbit and on station.

*

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

9-2

*

USE OR DISCLOSURE OF THE DATA CONTAINED ON THIS SHEET IS SUBJECT TO THE
RESTRICTION ON THE TITLE PAGE.

9-3

CD RADIO DARS SYSTEM

EXHIBIT E

CD-RADIO DYNAMIC SIMULATOR SPECIFICATION

21 JULY 1998
FINAL

Prepared for
CD RADIO INC.
1180 Avenue of the Americas
14th Floor
New York, NY 10036

THIS DOCUMENT CONTAINS DATA AND INFORMATION PROPRIETARY TO SPACE SYSTEMS/LORAL.
THIS DATA SHALL NOT BE DISCLOSED, DISSEMINATED, OR REPRODUCED, IN WHOLE OR IN
PART, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF SPACE SYSTEMS/LORAL.

CD-RADIO DYNAMIC SIMULATOR SPECIFICATION

1.0 DYNAMIC SIMULATOR
Space Systems/Loral shall develop and provide an attitude dynamic spacecraft
simulator for the CD-RADIO spacecraft. * The simulator shall be capable of
operating with the CD Radio highly inclined elliptical orbits with periods of 24
hours; the orbits are phased 120o apart. The simulator shall be able to simulate
attitude and orbit control functions of a real spacecraft in all phases of the
spacecraft life including various attitude control system failures.

This simulator shall be suitable for use for validation of flight control
procedures, ground station operator training for both normal operations (such as
maneuvers) and contingency operations (such as loss of lock), validation of the
ground station software and spacecraft command sequences, anomaly
investigations, and attitude recovery training. The simulator shall be
configurable to different spacecraft orbit, attitude, and subsystem initial
conditions for specific operator training scenarios.

1.1 SIMULATOR GENERAL CHARACTERISTICS
The design of the simulator shall provide for the following basic elements:

o Three independent spacecraft simulators.
o A '3D' graphical display showing the orbit and attitude and antenna
motions of all three spacecraft in the appropriate orbit
constellations, including projected antenna transmit beams.
o The '3D' graphical display will be driven by data provided by the three
spacecraft simulations.

Use or disclosure of the data contained on this sheet is subject to the
restriction on the title page of this document.

1

1.2 HERITAGE PRODUCTS
*

1.3 REAL-TIME SIMULATION COMPUTER & PERIPHERALS
Each dynamic spacecraft simulator is a real-time interactive system consisting
of a single PC type computer with dual Pentium II processors running at least
400 MHz with 64 Mbytes of memory and a minimum of a 4 GB harddrive. This
computer will be housed in a server style floor standing tower. The real-time
simulation computer provides for high fidelity modeling of the spacecraft
environment, dynamics, sensors and actuators as well as ADCS failure models.
Also modeled will be the T&C subsystem and link model, orbital dynamics, the
power subsystem, the thermal subsystem, and elements of the communications
payload. These models will enable the user to simulate/practice all attitude and
orbit control functions of a real spacecraft in all phases of the spacecraft
life. These modeled elements communicate with the modeled SCE CPU via an
emulated 1553b data interface as in the actual spacecraft. In addition, the
operator interface is implemented on the real-time computer. The operator
interface is further described in a later section.

Use or disclosure of the data contained on this sheet is subject to the
restriction on the title page of this document.

2

1.3.1 TOP-LEVEL BLOCK DIAGRAM
*
1.4 GROUND STATION INTERFACE

The real-time simulation computer will be configured to provide telemetry and
command interfaces to the user ground equipment. Each of the command and
telemetry interfaces can be built to communicate with the ground system via one
of the following interfaces to be specified by the customer:

Use or disclosure of the data contained on this sheet is subject to the
restriction on the title page of this document.

6

1.5.10 FAILURE MODELS
*

Use or disclosure of the data contained on this sheet is subject to the
restriction on the title page of this document.

7

1.6 SIMULATOR USER INTERFACE
The simulator user interface will be implemented on the real-time simulation
computer and presents the simulator operator with an easy to use menu and icon
based graphical user interface. All the simulator functionality and controls are
accessible through the menus. In addition, some commonly used functions are
available at a button bar. This interface allows the operator to configure,
monitor and control the dynamic simulator including the initiation of the
various simulator failures. The user interface also provides for the management,
set-up, editing and saving of multiple database sets. Spacecraft commands and
telemetry display will be available from this interface. Commanding can be done
as single commands, time tag- commands or commands files. There are a variety of
display pages available including raw and some formatted telemetry (engineering
units), non-telemetered simulation variables (such as 'true' yaw), orbit
information and event log display. It will be possible for the user to define
new spacecraft data display screens that can be selected from the simulator
menus. Spacecraft telemetry data and other selected nontelemetry data (such as
yaw rate) can be displayed in a stripchart form. It will be possible to display
more than one page at once.

1.7 POST-PROCESSING PLOTTING
Off-line plotting software will be non-real-time software that runs on the
real-time simulation computer and enables screen and laser printer plotting of
pre-specified simulation variables, both telemetry and nontelemetry, after a
simulation run has been completed. The plot data is obtained from disk files
created by a data storage task during simulation execution. It is possible for
the simulation operator to select which variable to store from a large list and
to select at which rate to store the selected variables with one of four rates:
16 Hz, 4 Hz, 1 Hz and .25 Hz. The data storage task can store at least five (5)
days' worth of the entire spacecraft telemetry data, and selected
non-telemetered variable (such as true yaw). What variables are stored for each
simulation run is user selectable from a pre-set list through the user
interface. The plotting interface will be an easy to use Graphical User
Interface similar to the Simulator User Interface.

1.8 '3D' GRAPHICAL DISPLAY SYSTEM
This is a detailed graphical display, on a separate workstation, driven by data
from the three spacecraft simulators which can show in real-time the following:

o The 3 spacecraft constellation with all three spacecraft.
o For each spacecraft the attitude and rates relative to the orbit,
Earth, Sun & Moon.
o Antenna pointing for each spacecraft.
o Sun lighting effects on each spacecraft including eclipses.
o 3D Orbit geometry perspective.
o Sensor fields of view for each spacecraft.
o Vectors to the Earth, Moon & Sun for each spacecraft.
o Thruster locations and firings for each spacecraft.
o Solar array position for each spacecraft

These are shown using a 3D representational display of a fully solid rendered
spacecraft model. The spacecraft can be viewed from any perspective at any time.
Particularly useful views are from the Sun and from the Earth. This is very
useful for visualizing the spacecraft attitude and motions during events such as
loss of lock and Earth Acquisitions. Additionally the sensor fields of view can
be visualized and their interactions with their targets (Earth, Sun) can be
viewed. This display will be driven in real-time from the real-time simulation
computer but currently cannot be driven from actual spacecraft telemetry.

Use or disclosure of the data contained on this sheet is subject to the
restriction on the title page of this document.

8

1.9 DESIGN REVIEWS
There will be two formal design reviews of the dynamic simulator held at SS/L. A
dynamic simulator preliminary design review and a critical design review shall
be held during the design and development phases. The PDR shall cover Spacecraft
Simulator Requirements Specification, the software and hardware architecture of
the simulator (including input output descriptions), the simulator modeling, and
the development schedule. The CDR shall provide additional detailed software
modeling information and software descriptions, and test plan. Data packages
associated with each review will be delivered approximately ten (10) calendar
days prior to the start of the review.

1.10 SIMULATOR TEST AND VALIDATION
There will be three formal tests of the dynamic simulator conducted at a CD
Radio specified site. These tests are:

1. Initial installation test which occurs after the initial simulator
shipment.
2. Intermediate installation test which occurs after the first
simulator software upgrade.
3. Final installation test which occurs after the second and final
simulator upgrade.

These tests will be defined in an Installation Test Plan and Procedures
document. A draft of this test plan will be available at PDR.

In general, the initial installation test will consist of tests of the nominal
ADCS and TT&C simulator models and functions. The intermediate test will also
include tests of the power functions and model as well as the simulator failure
models. The final installation test will also include tests of the thermal model
and fractions.

The validation of the tests will be based on several methods and sources:

It is important to note that in all cases engineering judgment is required in
the simulator validation process.

1.11 DOCUMENTATION
Several documents are associated with the development and delivery of the
simulator. These documents are:

o The SIMULATOR SYSTEM REQUIREMENTS DOCUMENT that defines the simulator
functional, performance and interface requirements. This document will
be provided as part of the PDR package.
o PDR and CDR data packages
o SIMULATOR/GROUND CONTROL SYSTEM INTERFACE CONTROL DOCUMENT (ICD)
o The INSTALLATION TEST PLAN AND PROCEDURES document details how the
simulator requirements are to be verified is available approximately
one (1) month prior to start of installation.

Use or disclosure of the data contained on this sheet is subject to the
restriction on the title page of this document.

9

The following documents will be delivered prior to simulator training.

o USER GUIDE AND MAINTENANCE MANUAL including descriptions of the
simulator screens and controls, simulator physical packaging and
intra-simulator interfaces with wire lists.
o SIMULATOR PRODUCT SPECIFICATION which is an 'as built' document
o Listing of the delivered databases.
o Vendor documents of any off-the-shelf hardware and software
incorporated into the simulator.

1.12 DELIVERY & INSTALLATION
SS/L will deliver and install the CD-RADIO Dynamic Simulator at its CONUS TT&C
facility. There will be a sequence of deliveries that includes the initial
simulator delivery and two subsequent software upgrades.

1. The simulator will be shipped prior to September 1, 1999. The
simulator installation, initial installation test and the simulator
training will be completed within three (3) weeks of shipment. This
version of the simulator is based on the build 2 of the flight
firmware and will include all of the hardware deliverables and will
contain initial versions of the various spacecraft subsystem models
except thermal.

2. The simulator software upgrade to an intermediate version will be
shipped three (3) months after the release of build 3 of the flight
software. The intermediate version installation and test will be
completed within three (3) weeks of the shipment. This version will
include the power model and the simulator failure models.

3. The simulator software upgrade to its final version will be shipped
three (3) months after the release of the final flight software.
The final version installation and test will be completed within
three (3) weeks of the shipment. The final version will include the
thermal model.

1.13 TRAINING
A training course in the operation and maintenance of the simulator would be
provided at installation site after the initial simulator installation and test.
The training course will be a five (5) day course that consists of classroom and
simulator hands-on instruction. The classroom instruction will utilize the
following material:

The simulator hands-on instruction is intended to provide simulator operators
with training on the basics of running the simulator at the simulator control
console as well as running of a set of representative simulator scenarios. It is
assumed that operators to be trained on the simulator will already be familiar
with spacecraft operations and the spacecraft T&C list. This course will not
provide instruction on the operation of the spacecraft itself.

Use or disclosure of the data contained on this sheet is subject to the
restriction on the title page of this document.

10

1.14 WARRANTY
SS/L provides a one (1) year warranty for the dynamic simulator, except for the
commercially purchased software whose warranty shall be limited to the
applicable supplier furnished warranty, if any. This warranty shall start upon
completion of simulator installation and test. During the warranty period, CD
Radio shall provide SS/L with any simulator anomaly reports for analysis. Based
on these analyses, SS/L shall correct, at its cost, any discovered deficiencies
of required performance determined to be covered by this warranty provision.
Repairs or replacement of simulator during this warranty period shall be at
SS/L's sole discretion and may include:

o Software corrections, including modifications and validations,
o Updates of documentation and configuration item data list, or
o Generation and delivery of new software releases.

Use or disclosure of the data contained on this sheet is subject to the
restriction on the title page of this document.

11

LUCENT TECHNOLOGIES / CD RADIO

RECEIVER INTEGRATED CIRCUITS AGREEMENT*

THIS AGREEMENT is made by and between Lucent Technologies Inc., a Delaware
corporation, acting through its Microelectronics Group, having an office at Two
Oak Way, Berkeley Heights, New Jersey 07922 ("Lucent") and CD Radio, Inc., a
Delaware corporation, having its principal place of business at 2175 K Street
NW, Washington, DC, 20037 ("CD Radio"). The effective date of this Agreement is
the later of the dates of execution by the respective parties, as set forth
below herein.

IN CONSIDERATION OF the mutual covenants set forth hereinbelow, the parties
agree to the following terms and conditions:

PART 1: BUSINESS TERMS

1 BACKGROUND

This is an agreement between the Microelectronics Group of Lucent Technologies
Inc. ("Lucent") and CD Radio Inc. ("CD Radio") to develop a systems engineering
specification for the communications link of a Satellite Digital Audio Radio
Service (S-DARS), and a specification for a set of integrated circuits ("ICs")
for such a receiver ("chip set"). Upon the mutual acceptance of the chip set
specification by CD Radio and Lucent, Lucent would then fabricate and deliver a
prototype of the proposed receiver to verify the communications link performance
and thereafter design and manufacture first prototypes and then production chip
sets. The foregoing development plan is based upon Lucent's current
understanding of CD Radio's needs. It is Lucent's understanding that the
objective of the project is to develop a chip set for a low cost, addressable
satellite receiver for CD Radio's broadcasts. The details given herein are a
baseline, with further details to evolve as the project proceeds.

2 THREE PROJECT PHASES

The Lucent part of the project will be completed in three phases:

1. authorship and delivery of a systems engineering document and the development
of a chip set specification;

2. fabrication and delivery of a prototype receiver using existing components
from one or more integrated circuit ("IC") vendors; and

* This agreement is subject to a confidential treatment request. The
confidential portions have been omitted from this Form 10-Q and have been
replaced by asterisks (*). The confidential portions have been filed
separately with the Commission as provided pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

2

3. the design, layout, fabrication, and delivery of prototype ICs and, after
approval by CD Radio, production devices for use in the consumer electronics
original equipment manufacturer's ("CE-OEM's") prototypes and production units.1

Lucent's IC development would facilitate the implementation by CD Radio of four
potential products:

(a) A radio including S-DARS capability for installed car sound systems. The
antenna unit would be hard-wired to the rest of the receiver;

Bringing these products to market requires a division of labor between Lucent,
CD Radio, and the CE-OEM. This agreement gives the roles and responsibilities of
each.

In large measure, the chip sets for all four potential products are congruent
and can be pursued in parallel. However, the products identified in subsections
(b), (c) and (d) above require some extra effort in a few areas.

3 STATEMENT OF WORK

3.1 PHASE 1 - SYSTEMS ENGINEERING

The first task of Phase 1 shall be for Lucent and CD Radio to define and agree
on an overall system level specification.

The deliverables from the systems engineering phase are the communications link
systems engineering document, chip set specification, a non-exclusive software
license for a link simulator (runs slower than real time on a software platform
such as SIMULINK), a link emulator (runs in real time on technical DSP hardware
such as SPACE), and applicable documentation.

The documents, simulator, and emulator can be considered a prototype of a
portion of the earth station transmitter. This will enable CD Radio's
studio/earth station contractor to build a mission-critical version of the
encoder that will connect both a) digital audio feeds from the studios/content
providers and b) receiver command and control output from CD Radio's customer
center to c) the satellite up-link transmitter.

1/ There may be more than one CE-OEM. For the sake of brevity, in this Agreement
we will take CE-OEM to mean "consumer electronics original equipment
manufacturer(s)".

3

Note that the Lucent systems engineering work will not cover satellite tracking,
telemetry and control, nor the studios, nor the design and positioning of
terrestrial repeaters, nor the generation of receiver commands for activation,
billing, and deactivation of subscriber's accounts at CD Radio's customer
center.

At a minimum, the emulator will provide a baseband to baseband emulation. The
extent to which actual RF up-link and space hardware can be incorporated into
the emulator will depend on the level of cooperation provided by CD Radio's
transmitter and satellite manufacturers.

CD Radio shall test, review, and approve the work in Phase 1. After such review
and approval, Lucent shall not be responsible in the case that the
communications link does not meet CD Radio's need. Upon completion of Phase 1
Lucent will provide a quotation on chip set NRE and schedule and preliminary
quotation of unit price.

3.2 PHASE 2 - PROTOTYPE RECEIVER

To verify the systems engineering concepts, a prototype receiver will be built.
Lucent will obtain and assemble existing parts from one or more component
vendors. The prototype receiver will enable early verification of the air
interface specification and receiver design, but may contain parts that are
higher in cost/power/size than the chip sets in a production receiver. Lucent
will make the prototype receiver available to a CE-OEM for engineering into a
product at CD Radio's request. Making the prototype receiver into a product may
require the CE-OEM to modify the design to lower the implementation cost and/or
size and/or power. In such a case, Lucent agrees to grant a royalty-bearing,
non-exclusive license, on commercially reasonable terms, to CD Radio and/or the
CE-OEM under any issued patent owned by Lucent (to the extent Lucent has a right
to grant such license) which is infringed by such design. No further payment by
CD Radio is necessary if such patent rights are already exhausted in the sale by
Lucent to CD Radio and/or the CE-OEM of a Lucent integrated circuit. Such a
patent license will be limited to the specific field of use in which the Lucent
integrated circuits are intended to be used, namely CD Radio's satellite digital
audio broadcasting service and its associated terrestrial repeaters.
Specifically, the license will forbid the use of such patents in the field of
wholly terrestrial broadcasting.

CD Radio and its CE-OEM shall test, review, and approve the work in Phase 2.
After such review and approval, Lucent shall not be responsible in the case that
the communications link does not meet CD Radio's need.

After approval, the chip set design will proceed to Phase 3, as detailed below.

3.3 PHASES 1 AND 2 - PAYMENT SCHEDULE

Lucent will perform these two phases and charge CD Radio quarterly on a time and
materials basis. CD Radio approves a charge for such time and materials up a
maximum of $1,300,000, payable to Lucent:

4
On signing of this Agreement *;
On completion of Phase 1 *; and
On completion of Phase 2 *.

Any funds not charged shall be refunded to CD Radio at the conclusion of Phase
2. If completion of Phases 1 and 2 exceeds this budget, Lucent will seek further
approval from CD Radio. Such approval shall be sought as soon as Lucent becomes
aware of any need for additional funds.

3.4 IC DEVELOPMENT AND PROTOTYPE PRODUCTION

The development work for Phase 3 will be performed by Lucent and charged to CD
Radio quarterly on a time and materials basis. The below stated fees are for the
design and development of the integrated circuit chip set and for 1,000
pre-production chip sets. These preliminary target design and development fees
are based on our current understanding of the project. They may change once
Phases 1 and 2 are completed.

Non-recurring engineering fees due total $8,000,000, triggered by pre-production
milestones detailed below. The fee cover both the engineering work and 1000
pre-production chip sets.

Any funds not charged shall be refunded to CD Radio at the conclusion of each
milestone. If completion of Phase 3 exceeds this budget, Lucent will seek
further approval from CD Radio. Such approval shall be sought as soon as Lucent
becomes aware of any need for additional funds.

3.5 DESIGN HAND-OFF REQUIREMENTS

CD Radio shall review Phase 3 of the project at Design Inspection 1, Design
Inspection 2, and Firmware Sign-off meetings. Review and approval by CD Radio at
these three points plus signature of the post-layout mask sign off sheet
(including prototype IC acceptance criteria) shall constitute the Design
Hand-Off Requirements mentioned below in Part 3 of this Agreement.

5

3.6 PRODUCTION IC PRICING

Definitive production IC pricing is unknown at this time. However, Lucent
believes it is commercially reasonable to achieve CD Radio's objective of not
more than a $50 selling price per chip set, based on the information available
today. At or before the completion of Phase 2, Lucent and CD Radio will
establish a definitive pricing plan for commercially produced quantities of the
chip set, based on the method outlined in Part 3, Section 12. Based on the
outcome of this pricing plan, the period of exclusivity outlined in Section 6.0
will be determined.

CD Radio intends to use the jointly owned chip specification to seek competitive
bids on the chip set and to use any responses for the purposes of comparison
with the price based on the method outlined in Part 3, Section 12.

4 ENGINEERING RISK

Lucent shall not be held liable by CD Radio or its subsidiaries, affiliates, OEM
suppliers, subcontractors and customers, nor by any of their officers,
shareholders, employees, representatives, agents, attorneys and any other such
persons if the engineering objectives involved in this project are not met, so
long as Lucent's engineering work has been performed in a professional manner in
accordance with generally understood industry standards.

5 SCHEDULE

A chip development project would normally commence after Phases 1 and 2 are
complete, namely after Feb 28th, 1999. In previous projects such an effort takes
between * and * months to deliver IC prototypes, depending on complexity and how
well matched the project is to existing Lucent macrocells. Assuming * months is
realistic, this means that IC prototypes would be available *.

In this case, given the need of CD Radio to meet its service launch date of Dec
1st, 1999, Lucent will attempt an accelerated schedule, where several methods
are explored to make receivers available earlier than would normally be the
case.

The methods, to be explored in parallel, are:

1) Assess the practicality of the CE-OEM making the receiver prototype developed
in Phase 2 into a product for a Dec 1st, 1999 service launch.

4) Commence some Phase 3 tasks in parallel with Phases 1 and 2. This shortens
the part of the chip set development that occurs after completion of Phases 1
and 2. The part of Phase 3 that has to occur after Phases 1 and 2 is a minimum
of 8 months.

6

If all four methods are successful, CD Radio would have receivers based on the
Phase 2 prototypes for its Dec 1st, 1999 service launch, and prototype ICs for a
low cost Phase 3 receiver delivered to the CE-OEM for system integration Sep
15th, 1999. However, no assurances can be given by Lucent that these methods
will be successful in meeting these dates.

6 ONE WAY EXCLUSIVITY AND GUARANTEED MINIMUM PURCHASE

CD Radio and its CE-OEM shall make Lucent their exclusive supplier of CD Radio's
S-DARS receiver chip sets, for a limited period, as described below.

Nothing in this Agreement prevents Lucent from supplying the same or similar
chips incorporating any of CD Radio's IPRs to any other of its present or future
customers, including but not limited to CD Radio's competitor(s), so long as
such customers have a license agreement with CD Radio and any applicable royalty
is paid to CD Radio (as discussed under Intellectual Property below). Use of
existing CD Radio IPR by Lucent in serving non-CD Radio customers in the S-DARS
application area is contingent on CD Radio deciding to license any such IPR as
may be used in such ICs. Use of existing CD Radio IPR by Lucent in serving the
designated CE-OEM is hereby granted royalty free during the exclusivity period
described below. Use of existing CD Radio IPR by Lucent in serving any CD Radio
customers after the exclusivity period has ended is hereby granted royalty free.

The exclusivity arrangement shall be defined by the table below. The pricing in
the table does not constitute a quote. The start date shall be the date CD Radio
commences commercial operations, specifically, the date that the 1,000th
receiver built from the production chip sets is sold.

CD Radio may cancel the exclusivity arrangement if Lucent fails to deliver to
orders prototype ICs within fifteen (15) months from the date of the go ahead
payment for Phase 3.

7

Thereafter, CD Radio may cancel any exclusivity remaining if Lucent fails to
deliver on orders a minimum of one (1) million production chip sets during the
twelve (12) months following the start date, with a minimum of 75,000 in any
given month.

Thereafter, CD Radio may cancel any exclusivity remaining if Lucent fails to
deliver on orders a minimum of 450,000 chip sets in any given month.

Notwithstanding the above three (3) paragraphs, CD Radio shall not have the
right to cancel the exclusivity arrangement if Lucent halts delivery due to
non-payment of Lucent invoices for previously delivered services or products
relating to this project. Furthermore, the purchase orders shall be placed with
due consideration for Lucent's fabrication logistics and manufacturing lead time
as agreed prior to the commencement of Phase 3.

If CD Radio or the CE-OEM does not order and pay for a minimum of 1,000,000
delivered chip sets within the exclusivity period, CD Radio will compensate
Lucent in the amount of $2,000,000 minus $2 per chip set actually ordered,
delivered and paid for.

7 TERMINATION FOR CONVENIENCE

Either party may terminate this Agreement without cause upon six (6) months
written notice to the other party. Upon termination of this Agreement without
cause, neither party shall be liable to the other, either for compensation or
for damages of any kind or character whatsoever, whether on account of the loss
by Lucent or CD Radio of present or prospective profits on sales or anticipated
sales, or expenditures, investments or commitments made in connection therewith,
or on account of any other cause or thing whatsoever, except that termination
shall not prejudice or otherwise affect the rights or liabilities of the parties
with respect to any indebtedness then owing by either party to the other.

8 CONSUMER ELECTRONICS ORIGINAL EQUIPMENT MANUFACTURER (CE-OEM)

CD Radio shall delegate to the CE-OEM the following roles and responsibilities:

PART 2: TERMS AND CONDITIONS APPLYING TO PHASES ONE AND TWO PURSUANT TO THIS

AGREEMENT

1 BINDING EFFECT

This Agreement is comprised of Parts 1, 2, and 3. The terms set forth in Parts 1
and 2 shall govern Phases 1 and 2, while the terms set forth in Parts 1 and 3
(as Part 3 may be amended by the parties before initiation of Phase 3) shall
govern Phase 3, if Phase 3 is initiated by CD Radio in its sole discretion. In
either case, Part 1 is incorporated by reference and the terms set forth in Part
1 shall prevail in the event of any conflict.

2 CONFIDENTIALITY

2.1 All information furnished or disclosed by one disclosing party to
the other receiving party which is marked with a restrictive notice or otherwise
tangibly designated as proprietary (hereinafter "Information") shall be deemed
the property of the disclosing party and shall be returned to the disclosing
party upon request. Unless such Information: (a) was previously known to the
receiving party free of any obligation to keep it confidential, or (b) has been
or is subsequently made public by the disclosing party or a third party under no
obligation of confidentiality, or c) is independently developed by the receiving
party, then the receiving party shall, for a period ending three (3) years after
the conclusion of this Agreement, use the same degree of care, but no less than
a reasonable standard of care, as it uses with regard to its own proprietary
information to prevent disclosure, use or publication thereof. Except as set
forth in section 2.2 below, information furnished hereunder may be used by
either party only for performance under this Agreement and may be used for other
purposes only upon such terms and conditions as may be mutually agreed upon in
writing.

2.2 Neither party shall disclose any of the terms and conditions of
this Agreement without the prior written consent of the other party.
Notwithstanding the foregoing, Lucent agrees that CD Radio may disclose a
summary of the material terms and conditions of this agreement in its reports,
registration statements and other documents required to be filed with the
Securities and Exchange Commission and as otherwise may be required by the rules
and regulations of the SEC or any other applicable regulatory agencies. To the
extent practicable, CD Radio will afford Lucent a reasonable opportunity to
review and comment on any such public disclosure prior thereto and shall
consider in good faith any proposed modification of such disclosure suggested in
writing by Lucent a reasonable period of time prior to the time public
disclosure is required to be made by CD radio. At the request of Lucent, CD
Radio will apply for confidential treatment of any portions of this Agreement
which Lucent designates as being a "trade secret" within the meaning of the
Freedom of Information Act and will diligently pursue obtaining an exemption
from any such disclosure requirements.

2.3 The parties agree that their obligations under this Section 2.0
shall survive and continue after any termination of this Agreement.

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3 OWNERSHIP OF INTELLECTUAL PROPERTY

3.1 All intellectual property developed or created prior to the
effective date of this Agreement ("Existing Intellectual Property") is and shall
remain the property of the party who made, developed or created or presently
owns such Existing Intellectual Property and, unless otherwise expressed in this
Agreement, no license is implied or granted herein to any Existing Intellectual
Property by virtue of this Agreement. The parties acknowledge and agree that, as
between them, any new intellectual property that is jointly developed or created
during Phases 1 and 2 and after the effective date of this Agreement ("New
Intellectual Property") shall be the joint property of the parties and each
party shall be free to use and exploit such jointly owned New Intellectual
Property without accounting in any way to the other party. In particular, the
systems engineering documents and the chip set specification jointly developed
under Phases 1 and 2 will be jointly owned by Lucent and CD Radio.

3.2 The IPR in the software simulator and emulator, and the prototype
receiver developed in Phases 1 and 2 will be solely owned by Lucent, but CD
Radio shall be granted a royalty-free license to use such software simulator,
emulator and prototype in the course of development of CD Radio's S-DARS.

4 TERMINATION OR CHANGE

CD Radio shall not terminate, suspend performance, reschedule or cancel any work
undertaken hereunder, in whole or in part, without Lucent's prior written
consent, which consent shall not be unreasonably withheld, and upon terms that
will compensate Lucent for any loss or damage resulting from such action.

5 LICENSES AND RIGHTS

No title or other ownership rights in any licensed products or any copies
thereof shall pass to CD Radio by virtue of any performance hereunder. CD Radio
agrees that it will not alter any notices on, prepare derivative works based on,
or reproduce, reverse engineer, disassemble or de-compile any software embodied
in licensed products or recorded in the purchased products furnished hereunder.

6 TERMS OF PAYMENT

CD Radio shall pay any amounts invoiced pursuant to the schedule and amounts set
forth in Part 1 pertaining to Phases 1 and 2 within thirty (30) days from the
date of Lucent's invoice. Delinquent payments are subject to an interest charge
at the rate of one and one-half percent (1 1/2%) per month, or portion thereof
(but not to exceed the maximum lawful rate).

7 TAXES

Any tax or related charge that Lucent shall be required to pay to or collect for
any government upon or with respect to services rendered hereunder shall be
billed to CD

11

Radio as a separate item and paid by CD Radio, unless a valid exemption
certificate is furnished by CD Radio to Lucent.

8 EXPORT CONTROL

CD Radio acknowledges that technical information transmitted in connection
herewith may be subject to export restrictions under applicable law, including
the U.S. Department of Commerce Export Administration Regulations
("Regulations"), and CD Radio agrees to comply fully with same. CD Radio assures
Lucent that it will not transmit, sell, transfer or convey any products,
technical information or software, or goods produced through the use of same, to
any country, or citizen or resident of a country, other than the United States
without first securing the written consent, if required, of the U.S. Department
of Commerce.

9 LIMITATION OF LIABILITY

NOTWITHSTANDING ANY OTHER PROVISION HEREOF, EXCEPT AS MAY ARISE OUT OF
INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, LUCENT SHALL NOT BE LIABLE FOR
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS,
SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT LUCENT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL SURVIVE FAILURE OF AN
EXCLUSIVE REMEDY.

10 ASSIGNMENT

Except to any entity that succeeds it as the result of a strategic merger,
acquisition, or other corporate reorganization, CD Radio shall not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of Lucent, which shall not be unreasonably withheld. Any such attempted
assignment without Lucent's consent shall be void and ineffective.

11 NON-WAIVER

No course of dealing or failure of either party to strictly enforce any term,
right or condition of this Agreement shall be construed as a waiver of such
term, right or condition. If these terms and conditions conflict with terms and
conditions of a purchase order or procurement document issued by CD Radio, the
terms and conditions contained herein shall govern. Lucent's acceptance of CD
Radio's order is conditioned upon CD Radio's acceptance of these terms and
conditions in writing. Lucent's failure to object to provisions contained in any
communication from CD Radio shall not be deemed a waiver of the provisions
herein.

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12 NO POWER TO BIND LUCENT TECHNOLOGIES

CD Radio specifically assures Lucent that it will not extend, directly or
indirectly, any warranty or representation in the name of Lucent or purport to
bind Lucent in any way.

13 TERMINATION FOR CAUSE

13.1 Either party may initiate termination of this Agreement for cause
by giving to the other party sixty (60) days prior written notice specifying the
reason for termination, which termination shall occur unless such reason for
termination is cured within such sixty (60) day period. A right to terminate
under this section shall arise upon the happening of any of the following
events:

13.1.1 a party becomes the subject of a bankruptcy petition
filed in a court in any jurisdiction, whether voluntary or involuntary; or

13.1.2 a receiver or a trustee is appointed for all or a
substantial portion of a party's assets; or

13.1.3 a party makes an assignment for the benefit of its
creditors; or

13.2 a party fails to perform substantially any material covenant,
obligation, representation or warranty under this Agreement including but not
limited to the timely payment of any fees or other charges specified under this
Agreement.

14 USE OF TRADEMARKS

The parties recognize each other's rights in their respective trademarks,
service marks, trade names and logos. Except as permitted by United States
trademark law and except as expressly provided herein, nothing in this Agreement
shall imply the grant by one party to the other of a license to use (i) any
trademark, service mark, trade name or logo of that party or any of its
affiliates in connection with advertising, licensing, marketing or any other
use, or (ii) any trademark, service mark, trade name or logo that is confusingly
similar to a name or mark used by that party or any of its affiliates.

15 FORCE MAJEURE

Except with respect to CD Radio's obligation to make timely payments when due,
neither party shall be held responsible for any delay or failure in performance
of any part of this Agreement to the extent such delay or failure is caused by
fire, flood, explosion, war, strike, embargo, government requirement, civil or
military authority, act of God, nature or the public enemy, inability to secure
material or transportation facilities, act or omission of carriers or any other
causes beyond its reasonable control.

13

16 CHOICE OF LAW

The construction, interpretation and performance of this Agreement shall be
governed by the substantive laws, but not the conflicts of law, of the State of
New York. The U.N. Convention on Contracts for the International Sales of Goods
shall not apply hereto.

17 NOTICES

Unless otherwise provided, any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon: (i) personal
delivery to the party to be notified; (ii) seven (7) days after deposit in the
mail, by registered or certified mail, postage prepaid, return receipt
requested, (iii) on the day following facsimile transmission, with confirmed
transmission; or (iv) on the second day following deposit with a reputable
overnight courier service, in any case addressed to the party to be notified at
the address indicated for such party on the first page hereof, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other party.

18 PARTIAL INVALIDITY

If any paragraph, provision, or clause thereof in this Agreement shall be found
or be held to be invalid or unenforceable in any jurisdiction in which this
Agreement is being performed, the remainder of this Agreement shall be valid and
enforceable and the parties shall negotiate, in good faith, a substitute, valid
and enforceable provision which most nearly effects the parties' intent in
entering into this Agreement.

19 COUNTERPARTS

This Agreement may be executed in two or more counterparts, all of which, taken
together, shall be regarded as one and the same instrument.

20 SECTION HEADINGS

The section headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.

21 RELATIONSHIP OF PARTIES

The parties to this Agreement are independent contractors. There is no
relationship of agency, partnership, joint venture, employment or franchise
between the parties. Neither party has the authority to bind the other or to
incur any obligation on its behalf.

22 DISPUTE RESOLUTION

22.1 If a dispute arises out of or relates to this Agreement, or its
breach, and if such dispute cannot be settled through good faith negotiations
within thirty (30) days, the parties agree to submit the dispute to a sole
mediator selected by the parties or, at

14

any time at the option of a party, to mediation by a mediator selected by the
American Arbitration Association ("AAA"). The parties agree to make good faith
efforts to resolve disputes by mediation within thirty (30) days. If not thus
resolved, it shall be referred to a sole arbitrator selected by the parties
within thirty (30) days of the mediation, or in the absence of such selection,
to AAA arbitration which shall be governed by the United States Arbitration Act.
The mediator or arbitrator selected by the parties shall be knowledgeable in the
law and technology and the rules and regulations of the AAA. Such mediation or
arbitration shall be non-binding on the parties. In the event such dispute is
not resolved either by mediation or arbitration, then either party may initiate
suit in the federal or state courts in the State of New York.

22.2 The mediation or arbitration, if any, shall be held in New York
City. The requirement for mediation or arbitration shall not be deemed a waiver
of any right of termination under this Agreement and the mediator or arbitrator
is not empowered to act or make any award other than based solely on the rights
and obligations of the parties prior to any such termination.

22.3 The mediator or arbitrator may not limit, expand or otherwise
modify the terms of this Agreement.

22.4 Each party shall bear its own expenses but those related to the
compensation and expenses of the mediator or arbitrator shall be borne equally.

22.5 The mediator or arbitrator shall not have authority to award
punitive, exemplary or other damages in excess of compensatory damages and each
party irrevocably waives any claim thereto. The award shall be made within two
(2) months after selection of the mediator or arbitrator and may be entered in
any court.

22.6 The parties, their representatives, other participants and the
mediator and arbitrator shall hold the existence, content and result of
mediation or arbitration in confidence.

23 ENTIRE AGREEMENT

Except for any written agreement between the parties relating to confidentiality
of proprietary information, the terms and conditions contained in this Agreement
supersede all prior oral or written understandings between the parties and

15

shall constitute the entire Agreement between the parties with respect to the
subject matter of this Agreement. This Agreement shall not be modified or
amended except by a writing signed by CD Radio and Lucent.

PART 3: TERMS AND CONDITIONS APPLYING TO PHASE THREE PRODUCTION PURSUANT TO

THIS AGREEMENT

1 AGREEMENT

This Agreement, effective as of the date of latest execution by a party hereto
shown hereon, applies to one or more products (hereinafter "Device(s)") that are
identified in Lucent's Business Terms to which these terms and conditions are
attached and any additional Agreement that references this Agreement,
(hereinafter "Agreement"). As used herein, "Agreement" refers to these terms and
conditions and those parts of Part 1: Business Terms (the "Business Terms") that
refer to Phase 3 of the project. This Agreement, together with the Business
Terms, supersedes all prior oral or written understandings between the parties,
and constitutes the entire agreement between the parties, with respect to all
transactions relating to the subject matter of the Business Terms. In the event
of a conflict between the applicable Business Terms and these terms and
conditions, the terms and conditions of the Business Terms shall prevail.
Additional or differing terms appearing on any purchase order or other
procurement document do not apply. This Agreement may not be modified or amended
except by a writing signed by both parties.

2 CHANGE OF BUSINESS TERMS

Proposed prices, fees and charges are valid only for the parameters or other
particulars relating to the Device as stated in the Business Terms. If any
changes in such parameters or particulars become necessary, including but not
limited to revision or redefinition of the specification or variations in
quantities, functional description, package type, or testing requirements, upon
mutual agreement the parties may revise such prices by amendment to the Business
Terms. Other proposed fees and charges are valid only for the respective
particulars stated in the Business Terms. The parties may also amend the
Business Terms with respect to any of such indicated fees and charges to make
adjustments for changes in CD Radio's requirements. Any such amendments to the
Business Terms shall reference the Business Terms and shall be further
identified by their respective dates and shall be signed by both parties.

3 PROTOTYPE IC APPROVAL

Within ninety (90) days after receipt of prototype ICs for any Device covered by
this Agreement, CD Radio may return any claimed non-conforming prototype ICs to
Lucent with a written rejection statement specifying the alleged failure or
failures of the prototype ICs to meet the acceptance criteria as provided in the
mask order sign off sheet or mutually agreed modifications thereof (the
"Acceptance Criteria"). If CD Radio does not return the prototype ICs with a
written rejection statement within such ninety (90) day period, then the design
and prototype ICs shall be deemed to have been approved by CD Radio and
development work shall be deemed to have been completed by Lucent.

17

If any prototype IC does not meet the Acceptance Criteria and is rejected by CD
Radio, Lucent shall use commercially reasonable efforts to replace it with one
which does comply with the Acceptance Criteria. Lucent shall not, however, be
obligated to replace any non-complying prototype ICs of which it has not been
notified within ninety (90) days of shipment of same to CD Radio. If Lucent,
within ninety (90) days after receipt of CD Radio's timely written rejection
report, is unable to supply CD Radio with conforming prototype ICs, then either
party may by written notice to the other terminate this Agreement as to such
Device. Provided CD Radio has fulfilled all "Design Hand-Off Requirements," as
defined in the Business Terms, if so terminated, unless otherwise provided in
the Business Terms, all moneys paid by CD Radio to Lucent with respect to such
Device will be refunded in full within thirty (30) days. Such refund of moneys
shall be CD Radio's sole and exclusive remedy and Lucent's entire liability with
respect to non-conforming prototype ICs.

In the event that delivered prototype ICs comply with the Acceptance Criteria,
but do not function in CD Radio's application (e.g., logic design error, change
in required function, etc., not attributable to Lucent), CD Radio shall pay all
charges incurred for the development of the Device and then CD Radio and Lucent
may negotiate a mutually agreeable redesign schedule and price.

4 ORDERS

No order for production quantities of the Device shall be placed by CD Radio or
accepted by Lucent unless and until CD Radio has approved the prototype ICs for
the Device, paid all fees then due under the Business Terms and made any other
payments due to Lucent under any order based on this Agreement. All orders for
the design of the Device, for changes, for technical assistance, for production
quantities of the Device or for any other service by Lucent relating to this
Agreement shall be in writing, shall reference the Business Terms by its number
and date and any current amendments thereto by their respective dates, and shall
be signed by CD Radio. Lucent shall acknowledge all orders in writing.

5 RESCHEDULING OF ORDERS

CD Radio may reschedule an order pursuant to the following schedule:

Days.....Time between date of reschedule request and current factory promise
date.
DAYS RESCHEDULE
---- ----------
Within 30 days (0-30) No rescheduling
31 days to lead-time One time reschedule by up to 90 days beyond
factory promised date is permitted with no
further reschedule or cancellation.
Beyond lead-time Reschedules and cancellations without
limits.
PULL-IN WITHIN AGREED DELIVERY DATE

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CD Radio request date ("RD") may be pulled in as desired by CD Radio.

Lucent will make reasonable efforts to meet the new RD.

If improvement of the acknowledged date is possible, a new acknowledged date
will be issued.

If improvement cannot be made, the current acknowledged date will be retained;
in all cases, the requested pull-in date will be maintained with the order
history in the event an improvement can be made at a later date.

6 CANCELLATION OF ORDERS

Should CD Radio cancel any order which has been acknowledged and a shipping date
assigned, either in whole or in part, such cancellation shall be upon terms and
conditions that will compensate Lucent for any loss or damage resulting from
such cancellation. Notwithstanding the foregoing, Lucent shall use its best
efforts to mitigate any loss or damage resulting from such cancellation. Lucent
shall not be obligated to permit a cancellation if a reschedule has been
previously negotiated at CD Radio's request.

Compensation by CD Radio for production quantities of the Device shall be
according to the following schedule:

Days.....Time between date of cancellation and current factory promise date.

Liability.....Liability is the percentage of aggregate purchase price of the
canceled portion of the order.

Lucent warrants the Device as a production item ("Item"), but not related
services or prototypes of any such Items, to be free from defects in material
and workmanship and to be in conformance with the written specification
contained in the Business Terms and amendments thereto, if any, and referenced
in an order by CD Radio. With respect to prototype ICs, Lucent shall use
commercially reasonable efforts to ensure freedom from defects and conformity
with written specifications, if any. If any defect in material or workmanship or
failure to conform to such specification ("Defect") is suspected in any such
Items, CD Radio, after obtaining a Returned Material Authorization Number from
Lucent, shall ship suspected defective samples of the Items to Lucent, following
Lucent's instructions regarding the return. No product will be accepted for
repair, replacement, credit or refund without the written

19

authorization of and in accordance with Lucent's instructions, which
authorization and instructions shall not be unreasonably withheld or delayed.
Lucent shall analyze the failures, making use, when appropriate, of technical
information provided by CD Radio relating to the circumstances surrounding the
failures. Lucent will verify whether any Defect appears in the Items. If Lucent
determines that the returned products are not defective, CD Radio may seek
evaluation by a competent and disinterested third party approved by Lucent
(which approval shall not be unreasonably withheld). If such third party
determines that the returned products are not defective, CD Radio shall pay
Lucent all costs of handling, inspection, repairs and transportation at Lucent's
then prevailing rates. Lucent shall, at Lucent's option, either credit or refund
the purchase price or repair or replace the defective product with the same or
equivalent product without charge at Lucent's manufacturing or repair facility
provided: (i) CD Radio notifies Lucent in writing of the claimed Defect within
thirty (30) days after CD Radio knows or reasonably should know of the claimed
Defect and (ii) Lucent's and/or the disinterested third party's examination of
the Items discloses that the claimed Defect actually exists. In the event of a
replacement, Lucent shall ship the replacing Items FOB point of origin, freight
prepaid to CD Radio's destination. Any replaced Item shall become Lucent's
property. The method of disposition of any replaced Items will be as mutually
agreed by both parties in writing. Lucent shall not be responsible for
de-installation or reinstallation of any Item or for the expenses thereof.
Repairs and replacements covered by the above warranty are warranted to be free
from defects as set forth above. Inspection and acceptance of Items by CD Radio
and/or payment therefor shall not relieve Lucent of responsibilities hereunder.

The above warranty does not apply to, and Lucent makes no warranties with
respect to products that: are software programs (except for software programs
Lucent developed and incorporated into the Device), experimental products or
prototypes (all of which are provided "AS IS") or to Items which have been
subjected to misuse, neglect, accident or abuse or operating or environmental
conditions that materially deviate from the parameters established in applicable
specifications; or have been improperly installed, stored, maintained, repaired
or altered by anyone other than Lucent; or have had their serial numbers or
month and year of manufacture or shipment removed, defaced or altered. This
warranty does not extend to any system into which a Device is incorporated. This
warranty applies only to CD Radio and its successors and may not be assigned or
extended by CD Radio to any of its customers or other users of the Items. Lucent
will not accept returns from CD Radio's customers or users of CD Radio's
products.

EXCEPT AS STATED IN THE SECTION ENTITLED WARRANTY, LUCENT, ITS SUBSIDIARIES AND
AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED,
AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. CD RADIO'S SOLE AND EXCLUSIVE REMEDY SHALL BE LUCENT'S
OBLIGATION TO REPAIR OR REPLACE OR CREDIT OR REFUND AS SET FORTH ABOVE.

20

8 PROPRIETARY RIGHTS IN TECHNICAL INFORMATION

Unless otherwise agreed in writing, CD Radio-supplied design information
relating to the Device, as incorporated in circuit design information, test
vectors, test tapes, and special requirements specifications shall remain the
property of CD Radio. CD Radio hereby authorizes Lucent to use such information
and results solely and exclusively for the design, manufacture and sale of the
Device to CD Radio and in providing related production services. The systems
engineering documents and the chip set specification jointly developed under
Phases 1 and 2 will be jointly owned by Lucent and CD Radio. Lucent retains all
ownership rights in Lucent's processing information, mask works, mask sets,
macro cells, and the like used in design, production or in filling orders placed
by CD Radio hereunder. CD Radio has no rights in or to such processing
information, mask works, mask sets, macro cells, and the like.

If and to the extent CD Radio in its sole discretion, during the term of this
Agreement, reaches any agreement with a third party to license intellectual
property rights that are solely CD Radio's in the field of digital broadcasting,
it shall either: (a) negotiate with Lucent the grant of a non-exclusive license
to such intellectual property rights (with royalty terms dependent on the
agreement reached with the third party or parties) or (b) provide in such
third-party license (or licenses) for the grant of a sublicense (with the terms
of the sublicense to be as set forth in the third-party license or exhibit
thereto), in both cases for the purpose of permitting Lucent to make, have made,
use, lease, sell and import chip sets and receivers for the purposes of
commercializing digital broadcasting. In either case (license or sublicense),
Lucent shall be limited to supplying such Devices only to authorized CD Radio
licensees.

IPR developed by Lucent under Phase 3, as detailed herein, will be owned
exclusively by Lucent.

9 INTELLECTUAL PROPERTY INDEMNITY

Lucent will indemnify and hold harmless CD Radio from and against any claim by a
third party against CD Radio alleging that any Device furnished under this
Agreement directly infringes any patent, copyright or trademark of such third
party. Lucent shall have the obligation, at its own expense, to defend or settle
all such claims, subject to CD Radio's reasonable participation, at its own
expense, in the conduct of any such proceeding or settlement. Lucent shall
reimburse CD Radio for any costs incurred at Lucent's written request relating
to such claim and shall pay damages and costs assessed by final judgment against
CD Radio, or resulting from settlement, and attributable to such claim.

In addition, Lucent will have the right, at any time and at its option and
expense to: (i) procure for CD Radio the right to continue using such Device;
(ii) replace or modify any such Device provided or to be provided to render it
free of the infringement, while maintaining equivalent functionality and
complete compatibility

21

with CD Radio's products; or (iii) require return of such Device and refund the
purchase price.

Lucent's obligations hereunder are conditioned upon: (i) CD Radio giving Lucent
written notice within thirty (30) days of any such claim asserted against it;
(ii) Lucent having complete control of the defense and settlement thereof,
subject to CD Radio's reasonable participation and consent (in the case of
settlement or litigation decisions affecting CD Radio); (iii) CD Radio
cooperating fully with Lucent, at Lucent's expense, to facilitate the defense or
settlement of such claim; and (iv) CD Radio's substantial compliance with the
material terms of this Agreement.

Notwithstanding the foregoing, Lucent shall have no obligation to defend or
settle any claim, and CD Radio shall indemnify and save harmless Lucent and its
suppliers and affiliated companies from all costs, expenses, liabilities and
claims, for any such claim: (i) arising from Lucent's compliance with CD Radio's
specifications, designs or instructions; or (ii) relating to any Device
furnished hereunder in combination with item(s), whether or not furnished by
Lucent, even if such combination results from the Device's necessary or inherent
use or the use for which the device is purchased.

The sale of any Device by Lucent shall not in any way confer upon CD Radio, or
upon anyone claiming under CD Radio, any license (expressly, by implication, by
estoppel or otherwise) under any patent claim of Lucent or others covering or
relating to any combination, machine or process in which such Device is or might
be used, or to any process or method of making such Device.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF THE PARTIES
HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS
ARISING OUT OF THIS AGREEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED
OR STATUTORY, IN REGARD THERETO.

10 NONDISCLOSURE

During performance of this Agreement, the parties may disclose or furnish to
each other proprietary marketing, technical, or business information, including,
without limitation, products and/or software ("information"), relating to the
subject of this Agreement.

Information provided in tangible form shall be clearly marked as proprietary.
With respect to any devices, any technical information, including but not
limited to circuit layout, design, or software, embedded in any such device is
proprietary information notwithstanding the absence of any proprietary marking
on such device. Information provided orally will be considered proprietary, if
the disclosing party says it is proprietary at the time of oral disclosure and
summarizes it in a proprietary writing provided to the other party within 20
(twenty) days of the oral disclosure.

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The receiving party shall: (a) hold information in confidence using the same
degree of care as it normally exercises to protect its own proprietary
information; (b) restrict disclosure and use of information to employees
(including any contractors or consultants) with a need-to-know, and not disclose
it to any other parties; (c) advise those employees, contractors and consultants
of their obligations with respect to the information; (d) not copy, duplicate,
reverse engineer or decompile information; (e) use the information only in
furtherance of performance under this Agreement; and (f) upon expiration or
termination of this Agreement, return all information to the disclosing party or
at the request of the disclosing party, destroy such information.

The receiving party shall have no obligation to keep confidential information
that: (a) was previously known to it free of any confidentiality obligation; (b)
was independently developed by it; (c) is or becomes publicly available other
than by unauthorized disclosure; (d) is disclosed to third parties by the
disclosing party without restriction; or (e) is received from a third party
without violation of any confidentiality obligation.

If a party is faced with legal action or a requirement under government
regulations to disclose or make available proprietary information received
hereunder, such party shall forthwith notify the furnishing party and, upon
request of the latter, cooperate in contesting such action or requirement at the
requesting party's expense. Neither party shall be liable for damages for any
disclosure or unauthorized access pursuant to legal action or government
regulations or for inadvertent disclosure, access, or use if the customary
degree of care as it uses with respect to its own proprietary information has
been exercised and if, upon discovery of such inadvertent disclosure, access, or
use the furnishing or receiving party has endeavored to prevent any further
(inadvertent or otherwise) disclosure or use.

Obligations imposed by this Section 10 shall survive for a period of five (5)
years after termination or expiration of this Agreement.

11 TERM OF AGREEMENT

The term of this Agreement as related to any specific Device covered by this
Agreement shall expire at the end of the purchase period specified in the
Business Terms and any agreed extensions thereto. Lucent reserves the right to
discontinue the supply of any Device(s) hereunder, subject to providing CD Radio
six (6) months written notice of discontinuation, during which period CD Radio
may place orders for reasonable quantities calling for delivery within lead-time
of the Device, and subject to the immediate termination of the exclusivity
period provided for in Part 1, if such period has not already concluded.

12 PRICE AND PAYMENT TERMS

Lucent and CD Radio will collect market price data on ICs with comparable
functions and volumes to the ICs in the chip set, for example, ICs used in IS-95
cellular telephones. Both parties will work together to estimate the difference
in value the

23

actual ICs have with respect to the open market ICs. After allowances are made
for differences in function and performance, the price Lucent charges for the
chip sets shall not exceed that of comparable ICs at comparable cumulative
volume. Lucent will take the NRE fees paid by CD Radio into account when
calculating the chip set selling price in this way.

The price for each unit of the Device shall be as set forth in Appendix 1 (+)
hereto, as may be amended from time to time by mutual agreement of the parties.
CD Radio shall pay the invoiced amount within thirty (30) days from the date of
Lucent's invoice. Payment terms for all design and development activities of
Lucent are as specified in the Business Terms. Lucent may exercise an option to
assess an interest charge of up to one and one-half percent (1 1/2%) per month
on all amounts which are not timely paid (but not to exceed the maximum lawful
rate). CD Radio hereby grants to Lucent a purchase money security interest in
the product to secure the purchase price of the product until the purchase price
is paid in full. CD Radio agrees to execute and deliver all documents reasonably
requested by Lucent to perfect and maintain Lucent's security interest. Orders
are subject to a maximum outstanding credit limit (measured counting all
outstanding invoices, whether or not past due, combined with the value of all
accepted orders) as reasonably determined by Lucent. Lucent may refuse to accept
purchase orders, if such acceptance would result in CD Radio exceeding such
credit limit. The amount of credit or terms of payment may be changed or credit
withdrawn by Lucent at any time upon reasonable advance notice to CD Radio. Each
shipment shall constitute an independent transaction and CD Radio shall pay for
same in accordance with the specified payment terms. Lucent will invoice CD
Radio upon shipment. If shipments are delayed by CD Radio, Lucent may invoice CD
Radio when Lucent is prepared to ship. Lucent may invoice CD Radio immediately
upon termination or cancellation of any order. Prices shall be quoted and
invoices shall be rendered and paid in United States currency.

13 DELIVERY, TITLE, RISK OF LOSS AND TRANSPORTATION

Unless otherwise agreed to by Lucent in writing as part of the Business Terms or
any amendment thereto referenced by CD Radio in an order, (a) delivery terms on
shipments to any point in the United States shall be F.O.B. point of origin, and
(b) delivery terms on shipments to any point outside of the United States shall
be pursuant to Incoterms 1990 (FCA, country of export). Where, in order to meet
CD Radio's requests, Lucent ships or packs the Device or other materials in
other than its normal manner for shipment, additional billing may be rendered.
risk of loss shall pass to CD Radio upon delivery.

14 PRODUCT CHANGES

Lucent may at any time make changes in the Devices (i) that do not materially
affect physical or functional interchangeability or performance or (ii) when
required for purposes of safety. In the case of (ii), Lucent shall ensure that
such changes do not

(+) Appendix 1 hereto does not currently exist and is not expected to be
created in the future.

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adversely affect the functionality of the Device or its compatibility with CD
Radio's products. No changes by Lucent may result in any price increase.

15 MANUFACTURING FACILITY

Notwithstanding anything contained herein to the contrary, Lucent reserves the
right to manufacture the Device in any Lucent-qualified facility. Lucent also
reserves the right to transfer production from one qualified facility to another
or to manufacture at multiple qualified facilities.

16 EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY

A. For purposes of the exclusive remedies and limitations of liability
set forth in this section, Lucent shall be deemed to include Lucent Technologies
Inc., its subsidiaries and affiliates and the directors, officers, employees,
agents, representatives, subcontractors and suppliers of all of them; and
"Damages" shall be deemed to refer collectively to all injury, damage, loss or
expense incurred.

B. Lucent's entire liability and CD Radio's exclusive remedies against
Lucent for any damages caused by any Device defect or failure, or arising from
the performance or non-performance of any work, regardless of the form of
action, whether in contract, tort, including negligence, strict liability or
otherwise, except as may arise from intentional misconduct or gross negligence,
shall be:

1 For infringement, the remedies set forth in the section
entitled Intellectual Property Indemnity;

2 For failure to deliver conforming prototypes, CD Radio's
sole and exclusive remedy and Lucent's entire liability shall be CD Radio's
right to a refund of moneys paid by CD Radio as provided in Section 3 of this
Part 3. For any other failure of the Device or work performed, the remedies
stated in the section entitled Warranty;

3 For delays in delivery of production quantities, Lucent
shall have no liability unless the delivery is delayed by more than thirty (30)
days by causes not attributable either to CD Radio or to conditions beyond
Lucent's reasonable control, in which case CD Radio shall have the right, as its
sole remedy, to cancel the order without incurring cancellation charges;

4 For bodily injury or death to any person proximately caused
by Lucent, CD Radio's right to proven direct damages; and

5 For claims other than set forth above, Lucent's liability
shall be limited to direct damages that are proven, in an amount not to exceed
one hundred thousand ($100,000) dollars.

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C. Notwithstanding any other provision of this Agreement, Lucent shall
not be liable for incidental, indirect, special, exemplary or consequential
damages or for lost profits, savings or revenues of any kind, whether or not
Lucent has been advised of the possibility of such damages. This provision shall
survive failure of an exclusive remedy.

17 CD RADIO'S DESIGNATED EMPLOYEES ON SELLER'S PREMISES

CD Radio's personnel shall, while on any location of Lucent or any of its
affiliates, comply with rules and regulations with regard to safety and security
at such location. Lucent shall inform such personnel of such rules and
regulations. CD Radio shall have full control over such personnel and shall be
entirely responsible for their complying with such rules and regulations. CD
Radio agrees to indemnify and save Lucent and any of its affiliates harmless
from any claims or demands, including the costs, expenses and reasonable
attorney's fees incurred on account thereof, that may be made by (i) anyone for
injuries to persons or damage to property resulting from the acts or omissions
of CD Radio's personnel or (ii) CD Radio's personnel under Worker's Compensation
or similar laws. CD Radio agrees to defend Lucent and its affiliates, at
Lucent's request, against any such claim or demand.

18 EXPORT CONTROL

The parties acknowledge that any products, software, and technical information
(including, but not limited to, services and training) provided under this
Agreement are subject to U.S. exports laws and regulations and any use or
transfer of such products, software, and technical information must be
authorized under those regulations. The parties agree that they will not use,
distribute, transfer, or transmit the products, software, or technical
information (even if incorporated into other products) except in compliance with
U.S. export regulations. If requested by Lucent, CD Radio also agrees to sign
written assurances and other export-related documents as may be required for
Lucent to comply with U.S. export regulations.

19 ASSIGNMENT

Except for Lucent's right to assign this Agreement to any of its affiliates and
CD Radio's right to assign this Agreement to any entity that succeeds it as the
result of a strategic merger, acquisition, or other corporate reorganization,
neither party shall have the right to assign this Agreement except upon the
prior written consent of the other and any such purported assignment shall be
void and ineffective.

20 IDENTIFICATION

Except as permitted by United States trademark law and except as expressly
provided herein, neither Lucent nor CD Radio shall use any identification of, or
reference to, any code, drawing, specification, trade name, trademark, trade
device, insignia, service mark, symbol, or any abbreviation, contraction, or
simulation thereof, of the other party in any advertising or promotional efforts
without such other party's prior approval.

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21 EXCUSE OF PERFORMANCE

Except with respect to CD Radio's obligation to make timely payments when due,
neither party shall be held responsible for any delay or failure in performance
of any part of this Agreement to the extent such delay or failure is caused by
fire, flood, explosion, war, strike, embargo, government requirement, civil or
military authority, act of God, nature or the public enemy, inability to secure
material or transportation facilities, inadequate yield of products despite
Lucent's reasonable efforts, act or omission of carriers or any other causes
beyond its reasonable control. After conclusion of the exclusivity period
provided for in Part 1, Lucent may, in the event of any such circumstance,
allocate in a fair and reasonable manner, taking into account Lucent's
contractual commitments, its available production output among itself and its
other customers, including at Lucent's option those not under contract.

22 NON-WAIVER

No course of dealing or failure of either party to strictly enforce any term,
right or condition with respect to any transaction or order hereunder shall be
construed as a waiver of such term, right or condition.

23 TAXES

Any tax or related charge which Lucent shall be required to pay to or collect
for any government upon or with respect to services rendered or the sale, use or
delivery of the Device or other materials shall be billed to the CD Radio as a
separate item and paid by CD Radio, unless a valid exemption certificate is
furnished by CD Radio to Lucent.

24 CHOICE OF LAW

The construction, interpretation, and performance of this Agreement and any
transaction hereunder shall be governed by the substantive laws, but not the
conflicts of law rules, of the State of New York. The U.N. Convention on
Contracts for the International Sales of Goods shall not apply to the sale of
product hereunder.

25 MEDICAL AND LIFE SUPPORT APPLICATIONS

Lucent does not recommend the use of any Devices for medical or life support
applications wherein a failure or malfunction of the Device may directly
threaten life or cause injury and Lucent will not knowingly sell its Devices for
such use except pursuant to a written exception to this policy granted on a
case-by-case basis. No warranty is made with respect to any such medical or life
support use of any Device.

26 DISPUTES

26.1 If a dispute arises out of or relates to this Agreement, or its
breach, and if such dispute cannot be settled through good faith negotiations
within thirty (30) days, the parties agree to submit the dispute to a sole
mediator selected by the parties or, at

27

any time at the option of a party, to mediation by a mediator selected by the
American Arbitration Association ("AAA"). The parties agree to make good faith
efforts to resolve disputes by mediation within thirty (30) days. If not thus
resolved, it shall be referred to a sole arbitrator selected by the parties
within thirty (30) days of the mediation, or in the absence of such selection,
to AAA arbitration which shall be governed by the United States Arbitration Act.
The mediator or arbitrator selected by the parties shall be knowledgeable in the
law and technology and the rules and regulations of the AAA. Such mediation or
arbitration shall be non-binding on the parties. In the event such dispute is
not resolved either by mediation or arbitration, then either party may initiate
suit in the federal or state courts in the State of New York.

26.2 The mediation or arbitration, if any, shall be held in New York
City. The requirement for mediation or arbitration shall not be deemed a waiver
of any right of termination under this Agreement and the mediator or arbitrator
is not empowered to act or make any award other than based solely on the rights
and obligations of the parties prior to any such termination.

26.3 The mediator or arbitrator may not limit, expand or otherwise
modify the terms of this Agreement.

26.4 Each party shall bear its own expenses but those related to the
compensation and expenses of the mediator or arbitrator shall be borne equally.

26.5 The mediator or arbitrator shall not have authority to award
punitive, exemplary or other damages in excess of compensatory damages and each
party irrevocably waives any claim thereto. The award shall be made within two
(2) months after selection of the mediator or arbitrator and may be entered in
any court.

26.6 The parties, their representatives, other participants and the
mediator and arbitrator shall hold the existence, content and result of
mediation or arbitration in confidence.

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THE PARTIES, agreeing to the above terms and conditions, including by reference
all terms and conditions contained in the Business Terms, and intending to be
legally bound thereby, have caused the signatures of their respective authorized
representatives to be affixed below on the date so written.